UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

OR

     
¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to

 

Commission file number: 001-34872

 

CAMPUS CREST COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

     

Maryland

 (State or other jurisdiction of

 incorporation or organization)

 

27-2481988

 (I.R.S. Employer

Identification No.)

     

2100 Rexford Road, Suite 414, Charlotte, NC

(Address of principal executive offices)

 

28211

(Zip Code)

 

(704) 496-2500

(Registrant's telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     Yes ¨ No x

 

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

     Yes x No ¨

 

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

             
Large accelerated filer x   Accelerated filer ¨   Non-accelerated filer ¨   Smaller reporting company ¨
        (Do not check if a smaller reporting
company)
   

 

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     Yes ¨ No x

 

     Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Class   Outstanding at November 11, 2015
Common Stock, $0.01 par value per share   64,756,541 shares

 

   

 

 

CAMPUS CREST COMMUNITIES, INC.

FORM 10-Q

TABLE OF CONTENTS

 

   

Page

No.

 
Part I. Financial Information      
Item 1. Financial Statements (unaudited)      
Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014   3  
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and 2014   4  
Consolidated Statement of Changes in Equity for the nine months ended September 30, 2015   6  
Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014   7  
Notes to Consolidated Financial Statements   9  
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   46  
Item 3. Quantitative and Qualitative Disclosures about Market Risk   64  
Item 4. Controls and Procedures   65  
       
Part II. Other Information      
Item 1. Legal Proceedings   66  
Item 1A. Risk Factors   66  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   68  
Item 3. Defaults Upon Senior Securities   68  
Item 4. Mine Safety Disclosures   68  
Item 5. Other Information   68  
Item 6. Exhibits   68  
       
SIGNATURES   69  

 

 2 

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CAMPUS CREST COMMUNITIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

 

   September 30,
2015
   December 31,
2014
 
         
ASSETS          
Investment in real estate, net:          
Student housing properties ($32,875 related to VIE as of December 31, 2014)  $1,581,512   $935,962 
Accumulated depreciation (($318) related to VIE as of December 31, 2014)   (163,748)   (128,121)
Land and property held for sale   15,019    37,163 
Land held for investment   7,413    7,413 
Investment in real estate, net   1,440,196    852,417 
Investment in unconsolidated entities   81,852    259,740 
Cash and cash equivalents ($670 related to VIE as of December 31, 2014)   16,166    15,240 
Restricted cash   11,434    5,429 
Student receivables, net of allowance for doubtful accounts of $3,288 and $459, respectively ($36, net of allowance of $9 related to VIE as of December 31, 2014)   3,606    1,587 
Cost and earnings in excess of construction billings   -    3,887 
Intangible assets, net   4,691    - 
Other assets ($236 related to VIE as of December 31, 2014)   25,635    35,742 
Total assets  $1,583,580   $1,174,042 
           
LIABILITIES AND EQUITY          
Liabilities:          
Mortgage and construction loans ($21,170 related to VIE as of December 31, 2014)  $602,223   $300,673 
Line of credit and other debt   369,714    317,746 
Accounts payable and accrued expenses ($534 related to VIE as of December 31, 2014)   35,567    53,816 
Construction billings in excess of cost and earnings   -    481 
Other liabilities ($607 related to VIE as of December 31, 2014)   32,370    22,092 
Total liabilities   1,039,874    694,808 
           
Equity:          
Preferred stock, $0.01 par value, 50,000,000 shares authorized: 8.00% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), 6,100,000 shares issued and outstanding at September 30, 2015 and December 31, 2014   61    61 
Common stock, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 64,756,541 and 64,742,713 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively   648    648 
Additional common and preferred paid-in capital   781,540    773,998 
Accumulated deficit and distributions   (313,418)   (301,566)
Accumulated other comprehensive loss   (3,695)   (2,616)
Total Campus Crest Communities, Inc. stockholders' equity   465,136    470,525 
Noncontrolling interests   78,570    8,709 
Total equity   543,706    479,234 
Total liabilities and equity  $1,583,580   $1,174,042 

 

See accompanying notes to consolidated financial statements.

 

 3 

 

 

CAMPUS CREST COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
(Unaudited)

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30,   September 30,   September 30, 
   2015   2014   2015   2014 
                 
Revenues:                    
Student housing rental  $42,254   $26,985   $124,766   $74,256 
Student housing services   2,196    1,043    5,251    3,043 
Property management services   159    281    600    711 
Total revenues   44,609    28,309    130,617    78,010 
Operating expenses:                    
Student housing operations   25,236    12,513    62,383    33,874 
General and administrative   8,404    3,178    26,865    10,332 
Severance   -    720    570    720 
Write-off of predevelopment costs   -    29,790    -    29,790 
Write-off of other assets   796    7,765    2,162    7,765 
Transaction costs   758    286    3,890    2,331 
Ground leases   121    120    361    357 
Depreciation and amortization   18,913    7,036    66,530    21,270 
Total operating expenses   54,228    61,408    162,761    106,439 
Equity in earnings (losses) of unconsolidated entities   (973)   635    (2,332)   63 
Impairment of unconsolidated entities   -    (50,866)   -    (50,866)
Effect of not exercising Copper Beech purchase option   -    (34,047)   -    (34,047)
Operating loss   (10,592)   (117,377)   (34,476)   (113,279)
                     
Nonoperating income (expense):                    
Interest expense, net   (9,239)   (3,639)   (26,297)   (9,965)
Gain (loss) on purchase of Copper Beech   (1,242)   -    26,793    - 
Gain on purchase of previously unconsolidated entity   6,370    -    6,370    - 
Gain on sale of land and unconsolidated entities   1,400    -    9,148    - 
Other (expense) income   (626)   (41)   (677)   129 
Total nonoperating (expense) income, net   (3,337)   (3,680)   15,337    (9,836)
Net loss before income tax expense   (13,929)   (121,057)   (19,139)   (123,115)
Income tax expense   (164)   (1,131)   (164)   (731)
Loss from continuing operations   (14,093)   (122,188)   (19,303)   (123,846)
Loss from discontinued operations   -    (5,506)   (1,157)   (3,191)
Net loss   (14,093)   (127,694)   (20,460)   (127,037)
Net loss attributable to noncontrolling interests   (2,451)   (770)   (8,608)   (773)
Dividends on preferred stock   3,050    3,050    9,150    9,150 
Net loss attributable to common stockholders  $(14,692)  $(129,974)  $(21,002)  $(135,414)
                     
Per share data - basic and diluted                    
Loss from continuing operations attributable to common stockholders  $(0.23)  $(1.92)  $(0.30)  $(2.04)
Loss from discontinued operations attributable to common shareholders   -    (0.09)   (0.02)   (0.05)
Net loss per share attributable to common stockholders  $(0.23)  $(2.01)  $(0.32)  $(2.09)
                     
Weighted-average common shares outstanding:                    
Basic and diluted   64,762    64,770    64,746    64,650 

 

 4 

 

 

CAMPUS CREST COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)
(In thousands, except per share data)
(Unaudited)

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30,   September 30,   September 30, 
   2015   2014   2015   2014 
                 
Consolidated statements of comprehensive loss:                    
Net loss  $(14,093)  $(127,694)  $(20,460)  $(127,037)
Foreign currency translation   (716)   (1,614)   (1,269)   (1,391)
Comprehensive loss   (14,809)   (129,308)   (21,729)   (128,428)
Net loss attributable to noncontrolling interests   (2,451)   (770)   (8,608)   (773)
Foreign currency translation attributable to noncontrolling interest   (111)   11    (190)   10 
Dividends on preferred stock   3,050    3,050    9,150    9,150 
Comprehensive loss attributable to common stockholders  $(15,297)  $(131,599)  $(22,081)  $(136,815)

 

See accompanying notes to consolidated financial statements.

 

 5 

 

 

CAMPUS CREST COMMUNITIES, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In thousands)

(Unaudited)

 

   Series A       Additional       Accumulated             
   Cumulative       Common and   Accumulated   Other   Total         
   Redeemable   Common   Preferred Paid-   Deficit and   Comprehensive   Stockholders'   Noncontrolling   Total 
   Preferred Stock   Stock   in Capital   Distributions   Loss   Equity   Interests   Equity 
Balance at December 31, 2014  $61   $648   $773,998   $(301,566)  $(2,616)  $470,525   $8,709   $479,234 
Amortization of restricted stock awards   -    -    1,889    -    -    1,889    -    1,889 
Foreign currency translation   -    -    -    -    (1,079)   (1,079)   (190)   (1,269)
Non-controlling interest in Copper Beech at Ames   -    -    5,653    -    -    5,653    (5,653)   - 
Non-controlling interest -OP units   -    -    -    -    -    -    71,344    71,344 
Non-controlling interest -CBTC 8 and 9   -    -    -    -    -    -    (29)   (29)
Non-controlling interest -CBTC 29 and IUP BUY   -    -    -    -    -    -    12,997    12,997 
Net loss   -    -    -    (11,852)   -    (11,852)   (8,608)   (20,460)
Balance at September 30, 2015  $61   $648   $781,540   $(313,418)  $(3,695)  $465,136   $78,570   $543,706 

 

See accompanying notes to consolidated financial statements.

 

 6 

 

 

CAMPUS CREST COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   Nine Months Ended 
   September 30,   September 30, 
   2015   2014 
         
Operating activities:          
Net loss  $(20,460)  $(127,037)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization   66,530    21,270 
Amortization of fair value of debt adjustments   (4,109)   - 
Impairment of land and pre-development costs   -    29,790 
Write-off of other assets   2,162    7,765 
Amortization of deferred financing costs and debt discount   2,710    2,033 
Gain on sale of land and unconsolidated entities   (9,148)   - 
Gain on purchase of previously unconsolidated entity   (6,370)   - 
Loss on disposal of assets   464    138 
Proceeds received for business interruption insurance   -    1,925 
Provision for bad debts   2,849    2,294 
Impairment of unconsolidated entities   -    50,866 
Gain on purchase of Copper Beech   (26,793)   - 
Equity in losses (earnings) of unconsolidated entities   2,332    (63)
Effect of not exercising Copper Beech purchase option   -    34,047 
Distributions of earnings from unconsolidated entities   196    810 
Share based compensation expense   1,889    1,404 
Changes in operating assets and liabilities:          
Restricted cash   (2,115)   (1,287)
Student receivables   (3,458)   (2,434)
Construction billings   3,406    17,762 
Accounts payable and accrued expenses   1,301    (3,082)
Other   4,427    (4,012)
Net cash provided by operating activities   15,813    32,189 
Investing activities:          
Investments in developed properties   (12,423)   (117,976)
Proceeds received from sales of land   28,334    - 
Insurance proceeds received for damaged assets   7,266    590 
Investments in student housing properties   (11,312)   (7,293)
Acquisition of Copper Beech, net of cash acquired of $4,560   (60,263)   - 
Investments in unconsolidated entities   (3,360)   (51,616)
Acquisition of previously unconsolidated entities, net of cash acquired   (5,608)   (7,661)
Proceeds received from sales of land and unconsolidated entities   8,119    - 
Capital distributions from unconsolidated entities   1,632    6,762 
Corporate capital expenditures   (668)   (4,330)
Proceeds received from the sale of corporate aircraft   3,811    - 
Change in restricted cash   (307)   27,716 
Net cash used in investing activities   (44,779)   (153,808)
Financing activities:          
Proceeds from mortgage and construction loans   42,031    58,503 
Repayments of mortgage and construction loans   (47,294)   (1,721)
Proceeds from line of credit and other debt   46,914    109,414 
Repayments of line of credit and other debt   (1,106)   (15,385)
Debt issuance costs   (1,737)   (580)
Payment of offering costs   -    (817)
Dividends paid to common stockholders   (5,830)   (31,980)
Dividends paid to preferred stockholders   (3,050)   (9,341)
Dividends paid to noncontrolling interest   (36)   (215)
Net cash provided by financing activities   29,892    107,878 
Net change in cash and cash equivalents   926    (13,741)
Cash and cash equivalents at beginning of period   15,240    32,054 
Cash and cash equivalents at end of period  $16,166   $18,313 

 

 7 

 

 

CAMPUS CREST COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS) (CONTINUED)
(In thousands, except per share data)
(Unaudited)

 

   Nine Months Ended 
   September 30,   September 30, 
   2015   2014 
Supplemental disclosure of cash flow information:          
Cash paid for interest, net of amounts capitalized  $26,244   $8,257 
Cash paid for income taxes   245    601 
           
Non-cash investing and financing activity:          
Assumption of mortgages, construction loans and other debt related to purchase of previously unconsolidated entities  $315,206   $16,822 
Change in non-controlling interests resulting from ownership change in Copper Beech at Ames   5,653    - 
Effect of not exercising Copper Beech purchase option   -    34,047 
Common and preferred stock dividends declared but not paid   -    13,310 
Change in insurance proceeds receivable related to damaged assets   294    985 
Accounts payable related to capital expenditures   1,837    16,668 
Equipment acquired under capital lease obligations   1,439    568 
Increase in other assets and other liabilities for fair value of guarantee obligation and corresponding indemnity related to CBTC 23   3,950    - 
Share-based compensation capitalized to development in process   -    1,307 
The Company acquired substantially all of the remaining ownership in certain Copper Beech properties for approximately $60.3 million          
In conjunction with the acquisition liabilities assumed were as follows:          
Fair value of assets acquired, net of cash acquired of $4,560  $659,097   $- 
Cash paid, net of cash acquired of $4,560   (60,263)   - 
Change in non-controlling interests resulting from ownership change   (84,311)   - 
Company's ownership interest prior to the acquisition   (174,821)   - 
Gain recognized on transaction   (26,793)   - 
Liabilities assumed   312,909    - 
The Company acquired the remaining ownership in The Grove at Fayetteville, Arkansas for approximately $5.6 million          
In conjunction with the acquisition liabilities assumed were as follows:          
Fair value of assets acquired, net of cash acquired of $382  $21,212   $- 
Cash paid, net of cash acquired of $382   (5,608)   - 
Settlement of guarantee liability   5,964    - 
Gain recognized on transaction   (6,370)   - 
Liabilities assumed   15,198    - 
The Company acquired the remaining ownership in HSRE IV for approximately $7.7 million          
In conjunction with the acquisition liabilities assumed were as follows:          
Fair value of assets acquired  $-   $26,854 
Cash paid for 80% interest   -    (7,661)
Fair value of Company's 20% interest owned prior to the acquisition   -    (1,915)
Liabilities assumed   -    17,278 

 

See accompanying notes to consolidated financial statements.

 

 8 

 

 

CAMPUS CREST COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Organization and Description of Business

 

Campus Crest Communities, Inc., together with its subsidiaries, referred to herein as the “Company,” and “Campus Crest,” is a self-managed and self-administered real estate investment trust (“REIT”) focused on owning and managing a high-quality student housing portfolio located close to college campuses. The Company currently owns the sole general partner interest and owns limited partner interests in Campus Crest Communities Operating Partnership, LP (the “Operating Partnership”). The Company holds substantially all of its assets, and conducts substantially all of its business, through the Operating Partnership.

 

Campus Crest has made an election to qualify, and the Company believes it is operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent that the Company meets the organizational and operational requirements and its distributions equal or exceed 90.0% of REIT taxable income. For all periods subsequent to the REIT election, the Company has met the organizational and operational requirements and distributions have exceeded net taxable income.

 

The Company has made the election to treat Campus Crest TRS Holdings, Inc. ("TRS Holdings"), its wholly-owned subsidiary, as a taxable REIT subsidiary (“TRS”). TRS Holdings holds the development, construction and management companies (see Note 4 regarding the discontinuation of operations of the Company’s development and construction services companies) that provide services to entities in which the Company does not own 100% of the equity interests. As a TRS, the operations of TRS Holdings and its subsidiaries are generally subject to federal, state and local income and franchise taxes.

 

The Company operates its properties under three separate brands: The Grove, Copper Beech and evo®. As of September 30, 2015, the Company has ownership interests in 41 operating student housing Grove properties containing approximately 8,400 apartment units and 23,000 beds. Thirty-seven of the Company’s operating Grove properties are wholly-owned and four of the Company’s operating Grove properties are owned through joint ventures with Harrison Street Real Estate Capital ("HSRE"). Additionally, the Company holds ownership interests in three evo® properties as joint ventures containing approximately 1,500 units and 3,100 beds, one with HSRE and Brandywine Realty Trust ("Brandywine"), and two with Beaumont Partners SA (“Beaumont”). As of September 30, 2015, the Company held a 100% interest in 30 Copper Beech operating properties with approximately 4,500 units and 12,200 beds and varying ownership interests in 5 operating properties with approximately 1,700 units and 4,300 beds. The Company also has one wholly owned redevelopment property containing approximately 170 units and 340 beds.

 

   Properties in 
   Operation 
Wholly owned Grove properties   37 
Joint Venture Grove properties   4 
Total Grove Properties   41 
Joint Venture evo properties   3 
Wholly owned Copper Beech properties   30 
Joint Venture owned Copper Beech properties(1)   5 
Total Copper Beech properties   35 
Total Portfolio(2)   79 

 

(1)The Company holds a 48% ownership interest in 5 unconsolidated properties. See Note 6 for additional information.
(2)The Company’s 100% owned redevelopment property in Toledo, Ohio, which was acquired in March 2013 is excluded. As of December 31, 2014 and September 30, 2015, this property was classified as held for sale.

 

Plan of Merger

 

As previously disclosed in the Current Report on Form 8-K filed on October 19, 2015 with the Securities and Exchange Commission ("SEC"), on October 16, 2015, Campus Crest Communities, Inc., a Maryland corporation (the “Company” and “Campus Crest”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) to be acquired by HSRE Quad Merger Parent, LLC, a Delaware limited liability company (“Parent”), an affiliate of HSRE involving total estimated merger consideration of $7.03 per share. The overall transaction value is approximately $1.9 billion, including the assumption or repayment of various indebtedness of the Company. The Merger Agreement was unanimously approved by the Company’s Board of Directors.

 

 9 

 

 

The completion of the Merger is subject to certain conditions, including, among others, the (i) receipt of the approval of the Merger and adoption of the Merger Agreement by the affirmative vote of the holders of a majority of shares of the Company’s common stock outstanding and entitled to vote, (ii) approval of certain lenders of the Company relating to no less than eighty-five percent of the outstanding principal balance of the Company’s mortgage indebtedness held by such lenders, (iii) the consummation of the purchase of certain interests in the Operating Partnership, the purchase of interests in certain joint venture properties, and certain other matters, and (iv) other customary closing conditions set forth in the Merger Agreement. The obligations of the parties to consummate the Merger are not subject to any financing condition or the receipt of any financing by Parent or Merger Sub. While it is currently anticipated that the Merger will be completed in the first quarter of 2016, there can be no assurance that such conditions will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied.

 

The Merger Agreement may be terminated under certain circumstances. The Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, Parent may be required to pay the Company a termination fee of $10.0 million. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company may be required to pay Parent a termination fee of $5.0 million. In the event that stockholder approval is not received for the Merger, the Company will also be required to reimburse Parent’s expenses in an amount up to $1.0 million, which reimbursement would reduce any termination fee subsequently payable by the Company on a dollar-for-dollar basis. Under certain circumstances, including upon payment of the applicable termination fee, the Company is permitted to terminate the Merger Agreement to enter into a definitive agreement with a third party with respect to a Superior Proposal (as defined in the Merger Agreement).

 

The Board of Directors of the Company has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Moelis & Company, LLC provided a fairness opinion to the Board of Directors of the Company in connection with the transaction.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements, presented in U.S. dollars, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and represent the Company’s financial position, results of operations and cash flows. Equity interests owned by others in the Operating Partnership are reflected as non-controlling interests in the consolidated financial statements. The Company also has interests in unconsolidated real estate ventures which have ownership in several property owning entities that are accounted for under the equity method. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation, which relates to discontinued operations discussed in Note 7. In addition, for both the three and nine months ended September 30, 2014, $0.7 million has been reclassified from general and administrative expense to severance expense in the accompanying consolidated statements of operations.

 

Interim Financial Statements

 

The accompanying interim consolidated financial statements are unaudited, but have been prepared in accordance with U.S. GAAP for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission.  Accordingly, they do not include all disclosures required by U.S. GAAP for complete consolidated financial statements.  In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements of the Company for these interim periods have been included and are of a normal, recurring nature.  Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year.  These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

  

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically, and the effects of such revisions are reflected prospectively in the period in which they occur. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements.

 

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Consolidated Variable Interest Entity

 

During the year ended December 31, 2013, the Company entered into a variable interest entity ("VIE") with Copper Beech Townhome Communities, LLC ("CBTC") to develop, construct and manage a student housing property in Ames, Iowa (“Copper Beech at Ames”). The property began operations during the third quarter of 2014. The Company concluded that it is the primary beneficiary of Copper Beech at Ames as the Company funded all of the equity of this entity, resulting in the Copper Beech investor’s interest being deemed a de facto agent of Campus Crest. The VIE’s assets and liabilities and the noncontrolling interest are included in the consolidated balance sheet as of December 31, 2014. On January 30, 2015, in connection with the Copper Beech purchase transaction (see Note 6), the Company’s ownership interest in Copper Beech at Ames increased to 100%. The acquisition of the noncontrolling interest in Copper Beech at Ames was accounted for as an equity transaction and did not result in the recognition of a gain or loss in the consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2015.

 

Investment in Real Estate and Depreciation

 

Investment in real estate is recorded at historical cost. Major improvements that extend the life of an asset are capitalized and depreciated over a period equal to the shorter of the life of the improvement or the remaining useful life of the asset. The cost of ordinary repairs and maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows:

 

Land improvements 15 years
Buildings and leasehold improvements 10-40 years
Furniture, fixtures and equipment 5-10 years

 

The cost of buildings and improvements includes all pre-development, entitlement and project costs directly associated with the development and construction of a real estate project, which include interest, property taxes and the amortization of deferred financing costs recognized while the project is under construction, as well as certain internal costs related to the development and construction of the Company’s student housing properties. All costs are capitalized as development in process until the asset is ready for its intended use, which is typically at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation commences. There was no interest capitalized during the three and nine months ended September 30, 2015, and $1.9 million and $6.2 million of interest was capitalized during the three and nine months ended September 30, 2014, respectively.

 

The Company capitalizes costs during the development of assets beginning with the determination that development of a future asset is probable until the asset, or a portion of the asset, is delivered and is ready for its intended use. During development efforts, the Company capitalizes all direct costs and indirect costs that have been incurred as a result of the development. These costs include interest, related loan fees and property taxes as well as other direct and indirect costs. The Company capitalizes interest costs for debt incurred for project specific financing and for capital contributions to equity method investees who utilize such funds for construction-related activities. Indirect project costs, which include personnel and office and administrative costs that are clearly associated with the Company’s development and redevelopment efforts, are capitalized. Indirect costs not clearly related to acquisition, development, redevelopment and construction activity, including general and administrative expenses, are expensed in the period incurred. As there were no assets under development during the three and nine months ended September 30, 2015, correspondingly there were no capitalized costs for the period. See the Development and Construction Services section herein for additional discussion. Capitalized indirect costs associated with the Company’s development activities were $3.9 million and $10.8 million for the three and nine months ended September 30, 2014, respectively. The Company was developing ten properties during the three and nine months ended September 30, 2014. All such costs are capitalized as development in process until the asset is delivered and ready for its intended use, which is typically at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation commences.

 

Pre-development costs are capitalized when they are directly identifiable with the specific property and would be capitalized if the property were already acquired and acquisition of the property or an option to acquire the property is probable. Capitalized pre-development costs are expensed when management believes it is no longer probable that a contract will be executed or construction will commence. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or if the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of projects where the Company has not yet acquired the target property or where the Company has not yet commenced construction on a periodic basis and expenses any pre-development costs related to projects whose current status indicates the acquisition or commencement of construction is not probable. As of September 30, 2015 and December 31, 2014, the Company had no pre-development costs related to development projects, (see Note 4 regarding the Company’s strategic repositioning initiatives). As of September 30, 2015, the Company owned six strategically held land parcels that could be used for the development of phase two properties, with an aggregate bed count ranging from approximately 1,000 to 1,500, and four land parcels and one property which the Company intends to divest. The costs associated with the strategically held parcels are included in land held for investment on the accompanying consolidated balance sheets. The costs associated with the land parcels and additional property in which the Company intends to divest are included in land and property held for sale in the accompanying consolidated balance sheets.

 

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Management assesses whether there has been impairment in the value of the Company’s investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets held and used, recoverability of investment in real estate is measured by a comparison of the carrying amount of a student housing property to the estimated future undiscounted cash flows expected to be generated by the property over the expected hold period. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of the property. The estimation of future undiscounted cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment reducing the carrying value of the Company’s long-lived assets could occur in the future period in which conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is recorded as an impairment charge. Fair value is determined based upon the discounted cash flows of the property, quoted market prices or independent appraisals, as considered necessary.

 

Property Acquisitions

 

Campus Crest recognizes tangible and identified intangible assets and liabilities related to acquired properties based on the fair values of these assets and liabilities for both consolidated entities and investments in unconsolidated entities. Fair value estimates are based on information obtained from independent appraisals, market data, information obtained during due diligence and information related to the marketing and leasing at the specific property. The value of in-place leases is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant. As lease terms are typically one year or less, rates on in-place leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy and costs to execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, net of variable operating expenses. The value of in-place leases is amortized on a straight-line basis over the remaining initial term of the respective leases, generally less than one year. The purchase price of property acquisitions is not expected to be allocated to tenant relationships, considering the terms of the leases and the expected levels of renewals.

 

Additionally, mortgage debt premiums and discounts represent fair value adjustments for the difference between the stated rates and market rates of mortgage debt assumed in connection with the Company’s acquisitions. The mortgage debt premiums and discounts are amortized to interest expense over the term of the related mortgage loans using the effective-interest method. Acquisition-related costs such as due diligence, legal, accounting and advisory fees are either expensed as incurred for acquisitions that are consolidated or capitalized for acquisitions accounted for under the equity method of accounting.

 

Long-Lived Assets – Held for Sale

 

Long-lived assets to be disposed of are classified as held for sale in the period in which all of the following criteria are met:

 

a.Management, having the authority to approve the action, commits to a plan to sell the assets.

 

b.The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets.

 

c.An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated.

 

d.The sale of the asset is probable, and transfer of asset is expected to qualify for recognition as a completed sale, within one year.

 

e.The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

 

f.Actions required to complete the plan indicate that it is unlikely that significant changes to the plans will be made or that the plan will be withdrawn.

 

Concurrent with this classification, the land and property held for sale is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases.

 

Real Estate Ventures

 

Campus Crest holds interests in its properties through interests in both consolidated and unconsolidated real estate ventures. The Company assesses its investments in real estate ventures to determine if a venture is a variable interest entity (“VIE”). Generally, an entity is determined to be a VIE when either (i) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (iii) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor that has disproportionately fewer voting rights. The Company consolidates entities that are VIEs for which the Company is determined to be the primary beneficiary. In instances where the Company is not the primary beneficiary, the Company does not consolidate the entity for financial reporting purposes. The primary beneficiary is the entity that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Entities that are not defined as VIEs are consolidated where the Company is the general partner (or the equivalent) and the limited partners (or the equivalent) in such investments do not have rights which would preclude control.

 

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 For entities where the Company is the general partner (or the equivalent), but does not control the real estate venture, and the other partners (or the equivalent) hold substantive participating rights, the Company uses the equity method of accounting. For entities where the Company is a limited partner (or the equivalent), management considers factors such as ownership interest, voting control, authority to make decisions and contractual and substantive participating rights of the partners (or the equivalent) to determine if the presumption that the general partner controls the entity is overcome. In instances where these factors indicate the Company controls the entity, the Company would consolidate the entity; otherwise the Company accounts for its investments using the equity method of accounting.

 

Under the equity method of accounting, investments are initially recognized in the consolidated balance sheets at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings or losses of the entity, distributions received, contributions and certain other adjustments, as appropriate. Any difference between the carrying amounts of these investments on the Company’s consolidated balance sheets and the underlying equity in net assets is amortized as an adjustment to equity in earnings (loss) of unconsolidated entities. When circumstances indicate there may have been a loss in value of an equity method investment, and the Company determines the loss in value is other than temporary, the Company recognizes an impairment charge to reflect the investment at fair value.

 

Ground Leases

 

Ground lease expense is recognized on a straight-line basis over the term of the related lease.

 

Cash, Cash Equivalents and Restricted Cash

 

Campus Crest considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Restricted cash is excluded from cash for the purpose of preparing the consolidated statements of cash flows. The Company maintains cash balances in various banks. At times the Company’s balances may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company does not believe this presents significant exposure for the business.

 

Restricted cash includes escrow accounts held by lenders for the purpose of paying taxes, insurance and funding capital improvements. The Company’s funds in escrow are typically held in interest bearing accounts covered under FDIC insurance with applicable limits.

 

Allowance for Doubtful Accounts

 

Allowances for student receivables are maintained to reduce the Company’s receivables to the amount that management estimates to be collectible, which approximates fair value. The allowance is estimated based on past due balances not received on contractual terms, as well as historical collections experience and current economic and business conditions. When management has determined that receivables are uncollectible, they are written off against the allowance for doubtful accounts. Recoveries of accounts previously written off are recorded when received.

 

The following is a summary of the Company’s allowance for doubtful accounts for the nine months ended September 30, 2015 (in thousands):

 

Balance at December 31, 2014  $(459)
Bad debt expense   (2,849)
Write offs   20 
Balance at September 30, 2015  $(3,288)

 

Write offs during the nine months ended September 30, 2014 were immaterial.

 

Intangible Assets

 

Campus Crest’s intangible assets consist of acquired in-place leases and the trademark for the Copper Beech brand name as well as acquired in-place leases for The Grove at Fayetteville, Arkansas (see Note 6). As previously mentioned, the acquired in-place leases are amortized on a straight-line basis over the remaining initial term of the respective leases, generally less than one year. The gross carrying amount and accumulated amortization of the acquired in-places leases was $29.5 million and $28.9 million as of September 30, 2015. Amortization expense for the three and nine months ended September 30, 2015 was $5.4 million and $28.9 million, respectively. In connection with the acquisition of Copper Beech, the in-place lease intangible assets are fully amortized as of September 30, 2015 and there is no additional amortization expense to be recognized for the remainder of 2015 (see Note 6). For our acquisition of Fayetteville, the additional amortization expense to be recognized during 2015 and 2016 is $0.2 million and $0.4 million, respectively. The Copper Beech trademark, which is a non-amortizing intangible asset, has a carrying value of $4.1 million as of September 30, 2015. In accordance with the Financial Accounting Standards Board (“FASB”) ASC 350, Intangibles - Goodwill and Other, indefinite-lived intangible assets that are not subject to amortization must be tested for impairment annually or more frequently if events or circumstances indicate they might be impaired. As such, the Company will perform an impairment test in relation to the Copper Beech trademark on an annual basis or more frequently, if needed. As described in Note 6, the amount of the acquired in-place lease intangibles and related amortization and the amount of the Copper Beech brand name intangible are based on preliminary estimates that may change when the related acquisition accounting valuations are finalized.

 

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Deferred Financing Costs

 

Campus Crest defers costs incurred in obtaining financing and amortizes these costs using the straight-line method, which approximates the effective interest method, over the expected terms of the related loans. Deferred financing costs as of September 30, 2015 and December 31, 2014 were $13.0 million and $11.7 million, respectively, and accumulated amortization was $6.7 million and $4.8 million as of September 30, 2015 and December 31, 2014, respectively. Upon repayment of the underlying debt, any unamortized costs are charged to earnings. Deferred financing costs, net of accumulated amortization, are included in other assets in the accompanying consolidated balance sheets.

 

Noncontrolling Interests

 

Noncontrolling interests represent the portion of equity in the Company’s consolidated subsidiaries which are not attributable to the Company’s stockholders. Accordingly, noncontrolling interests are reported as a component of equity, separate from stockholders’ equity in the accompanying consolidated balance sheets. On the consolidated statements of operations and comprehensive income (loss), operating results are reported at their consolidated amounts, including both the amount attributable to the Company and to noncontrolling interests. For both the three and nine months ended September 30, 2015, net loss attributable to noncontrolling interests is calculated by including the proportionate amount of OP units held by the CB Investors during the period multiplied by the Company’s net loss excluding the gain on purchase of Copper Beech. See also “Consolidated Variable Interest Entity,” in this note herein.

 

Student Housing Revenue

 

Students are required to execute lease contracts with payment schedules that vary from annual to monthly payments. The Company recognizes revenue on a straight-line basis over the term of the lease contracts which for new tenants is typically 11.5 months for Grove and evo® properties and 12 months for Copper Beech properties. The lease term for renewing tenants for all properties is typically 12 months. Generally, unless sufficient income can be verified, each executed contract is required to be accompanied by a signed parental/guardian guaranty. Amounts received in advance of the occupancy period or prior to the contractual due date are recorded as deferred revenues and included in other liabilities on the accompanying consolidated balance sheets.

 

Property Management Services

 

In addition to the Company’s wholly-owned properties, the Company provides management services to unconsolidated joint ventures in which it has ownership interests. Management fees are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive criteria are met.

 

Development and Construction Services

 

Development and construction service revenue is recognized using the percentage of completion method, as determined by construction costs incurred relative to total estimated construction costs for each property under development and construction. For the purpose of applying this method, significant estimates are necessary to determine the percentage of completion as of the balance sheet date. This method is used because management considers total cost to be the best measure of progress toward completion of the contract. Any changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of construction and development revenue recognized.

 

 Development and construction service revenue is recognized for contracts with entities the Company does not consolidate. For projects where revenue is based on a fixed price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net profit ultimately recognized on those projects. Profit derived from these projects is eliminated to the extent of the Company’s interest in the unconsolidated entity. Any incentive fees, net of the impact of the Company’s ownership interest if the entity is unconsolidated, are recognized when the project is complete and performance has been agreed upon by all parties, or when performance has been verified by an independent third party. When total development or construction costs at completion exceed the fixed price set forth within the related contract, such cost overruns are recorded as additional investment in the unconsolidated entity. Entitlement fees and arrangement fees, where applicable, are recognized when earned based on the terms of the related contracts.

 

Costs and estimated earnings in excess of billings represent the excess of construction costs and profits recognized to date using the percentage of completion method over billings to date on certain contracts. Billings in excess of costs and estimated earnings represents the excess of billings to date over the amount of contract costs and profits recognized to date using the percentage of completion method on certain contracts. Billings to date on such contracts totaled $0.9 million and $49.3 million as of September 30, 2015 and December 31, 2014, respectively. All billings for costs in 2015 have been collected as of the time of this filing.

 

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Marketing and Advertising Costs

 

Marketing and advertising costs are expensed during the period incurred and included in student housing and general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Marketing and advertising expenses were $0.8 million and $1.8 million for the three and nine months ended September 30, 2015, respectively, and $0.5 million and $1.2 million for the three and nine months ended September 30, 2014, respectively.

 

Derivative Instruments and Hedging Activities

 

Campus Crest enters into interest rate cap agreements to manage floating interest rate exposure with respect to amounts borrowed, or forecasted to be borrowed, under credit facilities. These contracts effectively limit the amount of interest the Company needs to pay should interest rates exceed contracted levels. The Company had two interest rate caps as of September 30, 2015.

 

All derivative instruments are recognized as either assets or liabilities on the consolidated balance sheets at their respective fair values. Changes in fair value are recognized either in earnings or as other comprehensive income (loss), depending on whether the derivative has been designated as a cash flow hedge and whether it qualifies as part of a hedging relationship, the nature of the exposure being hedged and how effective the derivative is at offsetting movements in underlying exposure. The Company discontinues hedge accounting when: (i) it determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative expires or is sold, terminated or exercised; (iii) it is no longer probable that the forecasted transaction will occur; or (iv) management determines that designating the derivative as a hedging instrument is no longer appropriate. In situations in which hedge accounting is not initially designated, or is discontinued and a derivative remains outstanding, gains and losses related to changes in the fair value of the derivative instrument are recorded in current period earnings as a component of other income (expense) line item on the accompanying consolidated statements of operations and comprehensive income (loss). As of September 30, 2015 and December 31, 2014, the fair value of derivative contracts was insignificant.

 

Commitments and Contingencies

 

Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, penalties, guarantees and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

 

When the Company believes that (i) the borrower’s assets collateralizing debt in which we guarantee is insufficient to cover the maximum potential amount in which we guarantee or (ii) it is probable that we will be required to perform under a guarantee, the estimated fair value of the amount that could be required to fund is recorded as a liability and is included in other liabilities in the accompanying consolidated balance sheets.

 

Income Taxes

 

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code. The Company’s qualification as a REIT depends upon its ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code relating to, among other things, the sources of the Company’s gross income, the composition and values of the Company’s assets, the Company’s distribution levels and the diversity of ownership of its stock. The Company believes that it is organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and that the Company’s intended manner of operation will enable it to meet the requirements for qualification and taxation as a REIT.

 

As a REIT, the Company generally will not be subject to U.S. federal and state income tax on taxable income that it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal income tax at regular corporate rates and generally will be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which it lost its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could materially and adversely affect the Company, including its ability to make distributions to its stockholders in the future.

 

Campus Crest has made the election to treat TRS Holdings, the Company’s subsidiary which holds the Company’s management companies (as well as the development and construction companies included within discontinued operations) that provide services to entities in which the Company does not own 100% of the equity interests, as a TRS. As a TRS, the operations of TRS Holdings and its subsidiaries are generally subject to federal, state and local income and franchise taxes. The Company’s TRS accounts for its income taxes in accordance with U.S. GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities of the TRS entities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.

 

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Campus Crest follows a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not (a likelihood of more than 50 percent) to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines a tax position no longer met the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for de-recognition of tax positions is prohibited.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss), which consists of unrealized gains (losses) on derivative instruments and foreign currency translation adjustments. Comprehensive income (loss) is presented in the accompanying consolidated statements of operations and comprehensive income (loss) and accumulated other comprehensive income (loss) is displayed as a separate component of stockholders’ equity.

 

Stock-Based Compensation

 

The Company grants restricted stock and restricted Operating Partnership ("OP Unit”) awards that typically vest over either a three or five year period. A restricted stock or OP Unit award is an award of shares of the Company’s common stock or OP Units that are subject to restrictions on transferability and other restrictions determined by the Company’s compensation committee at the date of grant. A grant date generally is established for a restricted stock award or restricted OP Unit award upon approval from the Company’s compensation committee and Board of Directors. The restrictions may lapse over a specified period of employment or the satisfaction of pre-established criteria as the Company’s compensation committee may determine. Except to the extent restricted under the award agreement, a participant awarded restricted stock or OP Units has all the rights of a stockholder or OP Unit holder as to these shares or units, including the right to vote and the right to receive dividends or distributions on the shares or units. The fair value of the award generally is determined based on the market value of the Company’s common stock on the grant date and is recognized on a straight-line basis over the applicable vesting period for the entire award with cost recognized at the end of any period being at least equal to the shares that were then vested.

 

Foreign Currency

 

Transactions denominated in foreign currencies are recorded in local currency at actual exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet dates are reported at the rates of exchange prevailing at those dates. Any gains or losses arising on monetary assets and liabilities from a change in exchange rates subsequent to the date of the transaction have been included in discontinued operations, if resulting from operations within the Company’s development or construction service company, or other income (expense) in the accompanying consolidated statements of operations and comprehensive income (loss). As of September 30, 2015 and December 31, 2014, the Company had foreign currency exposure to the Canadian dollar. The aggregate transaction gains and losses included in the accompanying consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2015 and 2014 were not significant.

 

The financial statements of certain equity method investees and certain foreign subsidiaries are translated from their respective functional currencies into U.S. dollars using current and historical exchange rates. Translation adjustments resulting from this process are reported separately and included as a component of accumulated other comprehensive income (loss) in stockholders' equity in the accompanying consolidated balance sheets. Upon classification as held for sale, sale or liquidation of the Company’s investments, the translation adjustment would be reported as part of the gain or loss on classification, sale or liquidation. During the three and nine months ended September 30, 2015, the Company recognized a foreign currency translation loss of $0.7 million and $1.3 million, respectively, and a foreign currency translation loss of approximately $1.6 million and $1.4 million for the three and nine months ended September 30, 2014, respectively, related to its investment in CSH Montreal, LP (“CSH Montreal”). Foreign currency translation loss is included in accumulated other comprehensive loss on the accompanying consolidated balance sheets and in comprehensive income (loss) in the accompanying consolidated statements of operations and comprehensive income (loss).

 

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Insurance Recoveries

 

Insurance recoveries are amounts due or received under the Company’s applicable insurance policies for asset damage, remediation work and business interruption relating to a flood at The Grove at San Marcos, Texas during June 2015, the previously disclosed fire at The Grove at Pullman, Washington and to the damage at The Grove at Wichita, Kansas, and The Grove at Wichita Falls, Texas. Business interruption recovery is recorded when realized and included as a reduction within student housing operations expenses within the consolidated statements of operations and comprehensive income (loss). The Company recognized $0.1 million of business interruption during the nine months ended September 30, 2015 and did not recognize any business interruption during the quarter ended September 30, 2015. During the three and nine months ended September 30, 2014, the Company recognized $0.5 million and $1.1 million, respectively, of business interruption. As of September 30, 2015 and December 31, 2014, the Company had a receivable for property damage or remediation work of $0.3 million and $5.5 million, respectively.

 

Segments

 

The Company has identified three reportable business segments: (i) Grove and evo® operations (ii) Copper Beech operations and (iii) property management services. The Company evaluates the performance of its operating segments based on operating income (loss). All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts include general expenses associated with managing the Company’s three reportable operating segments. Prior to the closing of the Copper Beech transaction in January 2015, the Company’s segments consisted of student housing operations and property management services. Upon closing of this transaction, the Company added the Copper Beech operations as a new reportable operating segment. During the first quarter of 2015, the Company’s chief operating decision maker began reviewing the separate operating results of the three operating segments to make decisions about resources to be allocated to each segment and assess each segment’s performance.

 

Immaterial Corrections

 

Subsequent to the issuance of the Company’s 2014 consolidated financial statements, the Company became aware of two immaterial corrections that were necessary to be made to the consolidated financial statements. These errors related to the second, third and fourth quarters of 2014. The Company has adjusted the prior year consolidated financial statements to reflect the impact of these immaterial corrections. The total impact of these immaterial corrections increased the previously reported net loss attributable to common stockholders from $174.9 million to $177.7 million for the year ended December 31, 2014 in the consolidated statement of operations and comprehensive income (loss). As a result, accumulated deficit and distributions changed from $298.8 million to $301.6 million in the accompanying consolidated balance sheet as of December 31, 2014. The first immaterial correction related to receivables of $1.9 million included in other assets, net in the consolidated balance sheet that were determined to be incorrectly recorded and uncollectible in connection with construction activities associated with the Company’s investment in CSH Montreal, which was included in discontinued operations for the year ended December 31, 2014 in the consolidated statement of operations and comprehensive income (loss). The second immaterial correction related to $0.9 million of pre-development costs that were inadvertently excluded from the impairment of land and pre-development costs recorded in 2014. This correction had the effect of decreasing the carrying value of land and properties held-for-sale as of December 31, 2014 and increasing the impairment of land and pre-development costs by $0.9 million for the year ended December 31, 2014 in the consolidated statement of operations and comprehensive income (loss). No changes in net cash provided by operating activities in the consolidated statement of cash flows resulted from these immaterial corrections.

 

Recent Accounting Pronouncements

 

In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810)", which amends the consolidation requirements in ASC 810, “Consolidation”. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidated analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (iv) provide a scope exception for certain entities. ASU 2015-02 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company plans to adopt ASU 2015-02 as of January 1, 2016 and is currently evaluating the provisions of this guidance, of which the impact is not known.

 

In April 2015, the FASB issued ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30)", which simplifies the presentation of debt issuance costs. To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in ASU 2015-03 are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years, with retrospective application required. Early adoption of the amendments in ASU 2015-03 is permitted for financial statements that have not been previously issued. The Company plans to adopt ASU 2015-03 as of January 1, 2016 and is currently evaluating the provisions of this guidance, of which the impact is not known.

 

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In May 2014, the FASB issued ASU 2014-09 "Revenue From Contracts With Customers" which provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 and may be applied using either a full retrospective or modified approach upon adoption. The Company is currently evaluating the provisions of this guidance, of which the impact is not known.

 

3. Student Housing Properties

 

The following is a summary of the Company’s student housing properties, net for the periods presented (in thousands):

 

   September 30,   December 31, 
   2015   2014 
         
Land  $120,244   $76,043 
Buildings and improvements   1,354,750    781,739 
Furniture, fixtures and equipment   106,518    78,180 
    1,581,512    935,962 
           
Less: accumulated depreciation   (163,748)   (128,121)
   $1,417,764   $807,841 

 

On August 7, 2015, the Company acquired the remaining 90% ownership interest in The Grove at Fayetteville, one of its joint venture properties, thereby increasing its student housing properties. See Note 6 for additional information.

 

During the nine months ended September 30, 2015, the Company exercised its option to acquire the remaining interests in 30 Copper Beech properties. See Note 6 for additional information related to the Copper Beech acquisition.

 

In July 2013, the Company experienced a fire at The Grove at Pullman, Washington, a property under construction, which resulted in a partial loss of the property. The Company settled with its insurance company on a loss of $6.8 million, of which the Company received $2.5 million in insurance proceeds in 2013 and the remaining $4.3 million in July 2015. The settlement resulted in the write off of $0.3 million to reduce the receivable to the settled amount. This is included in write off of other assets in the consolidated statements of operations and comprehensive income (loss).

 

4. Strategic Repositioning Initiatives

 

The Company continues to execute its strategic repositioning which includes simplifying the business model by discontinuing construction and development, reducing the number of joint ventures and disposing of land which was previously held for future development. In addition, as part of the review of strategic alternatives, on October 16, 2015, the Company entered into a definitive merger agreement with affiliates of HSRE pursuant to which HSRE will acquire all issued and outstanding shares of common stock of Campus Crest. See Note 1 and 18 for additional information.

 

On January 16, 2015, the Company sold a portfolio of six undeveloped land parcels to a leading student housing developer resulting in net sale proceeds of $28.3 million. The portfolio included parcels located in Alabama, Arizona, California, Florida, Michigan and Washington. The sale was a part of the Company's previously announced strategic initiative to improve liquidity and simplify the balance sheet by selling certain properties previously held for development. (See Note 7). These land parcels were included in the Grove and evo® Operations segment.

 

On January 30, 2015, the Company sold its 10% interest in the joint venture property, The Grove at Stillwater, Oklahoma for net sale proceeds of $1.0 million. Additionally as part of this closing, the Company received $1.9 million in proceeds for a receivable related to renovation work performed at this property. No gain or loss was recognized.

 

On March 31, 2015, the Company sold its interest in the following joint venture properties: The Grove at Lawrence, Kansas and The Grove at Conway, Arkansas (see Note 7). These joint ventures were included in the Grove and evo® Operations segment.

 

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On August 7, 2015, the Company completed the purchase of HSRE’s interest in The Grove at Fayetteville, Arkansas for which the Company paid $1.0 million and concurrent with the purchase transaction, the mortgage was refinanced, which required a $5.0 million principal reduction, which was funded by the Company. See Note 6 for additional information. On August 7, 2015, the Company also completed the sale of its interest in The Grove at Norman, Oklahoma to HSRE for $1.6 million plus reimbursement by HSRE of $0.5 million of a mortgage principal paydown that was made earlier in 2015. Concurrent with the Norman transaction, the mortgage was refinanced which extinguished the Company’s guarantee obligation related to that loan (see Note 7).

 

During September of 2015, the Company sold its interest in the following joint venture properties: The Grove at Laramie, Wyoming and The Grove at San Angelo, Texas. See Note 7 for additional information.

 

On October 30, 2015, the Company completed the sale of its ownership interests in CSH Montreal and the termination of all service agreements with affiliates of the two evo® Montreal properties. See Note 18 for additional information.

 

The Company also terminated the employment of certain employees and eliminated positions. In connection with these terminations, the Company recognized severance expense of zero and $0.6 million during the three and nine months ended September 30, 2015, respectively, which is included in operating expenses in the consolidated statements of operations and comprehensive income (loss). Severance expense included zero and $0.4 million for the acceleration of the vesting conditions of restricted shares for the three and nine months ended September 30, 2015, respectively. As of September 30, 2015, there was $1.9 million of accrued severance included in accounts payable and accrued expenses in the consolidated balance sheet of which $0.4 million and $1.4 million is expected to be paid in the remainder of 2015 and 2016, respectively. Changes to the severance accrual during the nine months ended September 30, 2015 are as follows (in thousands):

 

Balance at December 31, 2014  $5,743 
New charges   184 
Cash payments   (4,076)
Balance at September 30, 2015  $1,851 

 

5. Income Taxes

 

The Company believes it is operating so as to qualify as a REIT under the Internal Revenue Code. Therefore it is not subject to federal income tax as long as it distributes at least 90% of its REIT taxable income to its stockholders each year. As a result, no provision for federal income taxes has been included in the accompanying consolidated financial statements. If the Company fails to qualify as a REIT, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income and to federal income and excise taxes on its undistributed income.

 

The Company’s TRSs are subject to federal, state, and local income taxes. As such, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities of the TRSs for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse. Significant components of the deferred tax assets and liabilities of the TRSs are as follows (in thousands):

 

   September 30,
2015
   December 31,
2014
 
Deferred tax assets:          
Solar investment tax credit  $2,116   $2,116 
Net operating losses   4,701    2,284 
Other   20    22 
Less:  valuation allowance   (6,185)   (4,002)
Total deferred tax assets   652    420 
Deferred tax liabilities:          
Depreciation and amortization   (652)   (420)
Total deferred tax liabilities   (652)   (420)
Net deferred tax assets  $-   $- 

 

Due to the Company’s decision to discontinue construction and development operations, it believes it is more likely than not that the Company will not realize the value of its deferred tax assets, net of valuation allowance. For the nine months ended September 30, 2015, the valuation allowance increased by $2.0 million, due to the losses incurred during 2014 for the Company’s development business which was discontinued during the quarter ended September 30, 2014. Based on the Company’s projections of future results of the TRS, the Company believes that it will not be able to utilize the net operating loss carryforwards, and, accordingly, have provided a valuation allowance.

 

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As of September 30, 2015 the Company is not under an income tax examination by the Internal Revenue Service (“IRS”) or by any state or local taxing authority. The Company is no longer subject to income tax examinations by the IRS for tax years before 2011 or by state or local income tax authorities for the tax years before 2010. The Company had no unrecognized tax benefits as of September 30, 2015 and December 31, 2014. Because no material unrecognized tax benefits have been recorded, no related interest or penalties have been calculated.

 

6. Business Acquisitions

 

Copper Beech Acquisition

 

On February 26, 2013, the Company and subsidiaries of the Operating Partnership entered into a purchase and sale agreement (the “Initial Purchase Agreement”) with the then members of Copper Beech Townhome Communities, LLC (“CBTC”) and Copper Beech Townhome Communities (PA), LLC (“CBTC PA” and, together with CBTC, “Copper Beech”) (such former members of CBTC and CBTC PA, collectively, the “Sellers”). Pursuant to the terms of the Initial Purchase Agreement, the Company initially acquired a 48% interest in a portfolio of 35 student housing properties and 3 other entities (the “Copper Beech Portfolio”), for an initial purchase price of $230.6 million. The Initial Purchase Agreement provided the Company with options to acquire the remaining interests in the Copper Beech Portfolio over time. Subsequent to the Initial Purchase Agreement, the Company formed a VIE with the Sellers to develop, construct and manage the Copper Beech at Ames student housing property. The Company concluded that it was the primary beneficiary of Copper Beech at Ames as the Company funded all of the equity of the VIE, while holding only a 48% interest in the VIE.

 

On January 30, 2015, the Company completed the acquisition (the “First CB Closing”) of (i) substantially all of the Sellers’ remaining interests in 27 student housing properties, 2 undeveloped land parcels and a corporate office building and (ii) the Sellers’ remaining interests in Copper Beech at Ames pursuant to that certain Second Amendment (the “Second Amendment”) to the Initial Purchase Agreement.

 

Pursuant to the terms of the Second Amendment, the Company agreed to acquire the Sellers’ remaining interests in each of the properties comprising the Copper Beech Portfolio other than Copper Beech Kalamazoo Phase 1, Copper Beech Kalamazoo Phase 2, Copper Beech Morgantown, Copper Beech Harrisonburg, Copper Beech Greenville and Copper Beech Parkway. On April 30, 2015 (the "Second CB Closing"), the Company completed the acquisition of the Sellers’ interests in two of the properties in the Copper Beech Portfolio in which the Company previously held a 48% interest – Copper Beech San Marcos Phase 1 and Copper Beech IUP Buy.

 

Following the consummation of the First CB Closing, the Second CB Closing, and as of September 30, 2015, the Company held a 100% interest in Copper Beech at Ames and the following interests in the remaining Copper Beech Portfolio:

 

·100% interest in 29 student housing properties;
·100% interest in 2 undeveloped land parcels and 1 corporate office building;
·48% interest in 5 student housing properties; and
·no ownership interest in 1 student housing property (Copper Beech Kalamazoo – Phase I).

 

As consideration for the additional interests acquired in the First CB Closing, the Company paid to the Sellers aggregate cash consideration of $58.9 million and the Operating Partnership issued to the Sellers an aggregate of approximately 10.4 million ($71.3 million) OP Units. As consideration for the Second CB Closing, the Company paid to the Sellers $1.4 million in cash and the Operating Partnership issued to the Sellers approximately 2.0 million ($13.0 million) OP Units. The OP Units were valued at the closing price of the Company’s stock on the respective closing dates. Additionally, the Company surrendered all of its previous 48% ownership interest in one of the properties (Copper Beech Kalamazoo – Phase I) in the Copper Beech Portfolio as part of the terms of the Second Amendment. The Company continues to hold a 48% ownership interest in Copper Beech Kalamazoo – Phase II as a result of not receiving lender consent to reduce its ownership interest to zero.

 

Although the business combination was achieved in stages, the Company had negotiated with the Sellers that a significant portion of the Copper Beech Portfolio would be acquired in its entirety from the agreements that were entered into in 2013. When the Company entered into the Initial Purchase Agreement, it was the intent of the Company to exercise the purchase options to acquire the remaining interests in the Copper Beech Portfolio. Given the intent of the Company to exercise the purchase options to acquire the remaining interest in the Copper Beech Portfolio, the timing of the consideration paid differed from the timing of when the Company obtained its ownership interests in the Copper Beech Portfolio.

 

As the timing of the consideration paid and ownership interests acquired at each stage differed, for purposes of computing how much of the gain to recognize during the three and nine months ended September 30, 2015, the Company allocated the total consideration paid in the First CB Closing and the Second CB Closing, based on the relative provisional fair values of the assets acquired and liabilities assumed in the two closings. As a result, a gain of $26.8 million was recognized during the nine months ended September 30, 2015.

 

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The Company negotiated the purchase of a significant portion of the Copper Beech Portfolio at the inception of the Initial Purchase Agreement, notwithstanding the fact that the acquisition of ownership interests occurred in stages. During the year ended December 31, 2014, the Company recognized a $33.4 million loss on the effect of not exercising the Copper Beech option which correspondingly decreased the Company’s investment in the Copper Beech Portfolio. This loss resulted from the Company reducing its ownership interest in 28 properties in the Copper Beech Portfolio, from 67% to 48%. Additionally, there were significant amounts of amortization expense for in-place lease intangible assets included in the equity in losses recognized during the year ended December 31, 2014 and 2013, which also decreased the carrying value of our investment in the Copper Beech Portfolio. Primarily as a result of these decreases in our investment in the Copper Beech Portfolio, at the First CB Closing and Second CB Closing, the Company realized a gain as the provisional fair value of the assets acquired and liabilities assumed exceeded the consideration of cash paid, OP Units issued and the carrying value of the investment in the Copper Beech Portfolio for these properties.

 

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed from the First and Second CB Closings:

 

Assets acquired:     
Land  $45,003 
Buildings   553,866 
Furniture, fixtures and equipment   21,393 
Intangibles   32,824 
Other assets, including cash of $4,560   10,571 
Total assets acquired  $663,657 
      
Liabilities assumed:     
Mortgage, construction loans and other debt  $300,706 
Other liabilities   12,203 
Total liabilities assumed  $312,909 
      
Net assets acquired  $350,748 

 

Since the First CB Closing and Second CB Closing, the 29 Copper Beech student housing properties that were acquired and consolidated contributed $37.8 million of revenues and $26.3 million of net loss for the nine months ended September 30, 2015 that are included in the accompanying consolidated statement of operations and comprehensive income (loss). These results include depreciation of $12.8 million and amortization of in-place intangible assets for the Copper Beech Portfolio of $28.8 million for the period from January 30, 2015 (date of First CB Closing) through September 30, 2015. In connection with the First CB Closing and Second CB Closing, the Company recognized $2.9 million of transaction costs for the nine months ended September 30, 2015.

 

The acquired properties’ results of operations have been included in the accompanying consolidated statements of operations and comprehensive income (loss) since the respective acquisition closing dates.  The following pro forma information for the nine months ended September 30, 2015 and 2014 presents consolidated financial information for the Company as if the property acquisitions discussed above had occurred at the beginning of the earliest period presented. Excluded from the pro forma results below are $2.9 million and $1.0 million of transaction costs for the nine months ended September 30, 2015 and 2014, respectively, and $26.8 million of gain on purchase of Copper Beech for the nine months ended September 30, 2015. Included in the pro forma results below for the three months ended September 30, 2015 and 2014 is $6.7 million and zero, respectively, of amortization expense of in-place intangible assets. Additionally, included in the pro forma results below for the nine months ended September 30, 2015 and 2014 is $28.3 million and $28.7 million, respectively, of amortization expense of in-place intangible assets.  The pro forma information is provided for informational purposes only and is not indicative of results that would have occurred or which may occur in the future:

 

   Pro Forma   Pro Forma   Pro Forma   Pro Forma 
   Three months   Nine months   Three months   Nine months 
   Ended September 30, 2015   Ended September 30, 2015   Ended September 30, 2014   Ended September 30, 2014 
                 
Total revenues  $46,186   $142,029   $44,255   $124,038 
Net loss  $(13,296)  $(49,813)  $(126,248)  $(150,458)
Net loss attributable to common shareholders  $(13,867)  $(45,898)  $(104,343)  $(129,958)

 

The initial accounting for the business combination is incomplete with respect to the values assigned to tangible and intangible assets acquired with liabilities assumed and OP Units issued as the Company did not have sufficient time to finalize these respective valuations and, accordingly, the amounts recognized in these consolidated financial statements are provisional.

 

On April 30, 2015, the Company entered into a purchase agreement with The Pennsylvania State University (the “Penn State Seller”) to purchase the remaining 15% interest in Copper Beech Klondike and its 16% interest in Copper Beech Northbrook for $4.6 million. The closing occurred on June 25, 2015, with $2.3 million being paid to the Penn State Seller and with the remaining balance of $2.3 million being paid on September 23, 2015. The transactions to purchase the remaining interests in these two properties were contemplated and structured as of the date of the First CB Closing. As of June 25, 2015, the Company owned 100% of both Copper Beech Klondike and Copper Beech Northbrook. As the purchase price of $4.6 million for these interests was known prior to the issuance of the consolidated financial statements for the three months ended March 31, 2015, the Company used $4.6 million as the estimated amount of the non-controlling interest for these two properties, which were consolidated as part of the First CB Closing. As a result, the Company did not recognize any gain during the three months ended June 30, 2015 as part of this transaction. In addition, there were not any significant costs incurred in connection with this transaction.

 

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During the quarter ended September 30, 2015, the Company reached agreement with the CB Investors on all disputed matters which were not specifically addressed by the Initial Purchase Agreement, as amended, which resulted in the gain on the purchase of Copper Beech being reduced by $1.2 million.

 

Acquisition of The Grove at Fayetteville, Arkansas

 

On August 7, 2015, the Company acquired HSRE’s 90% ownership interest in The Grove at Fayetteville, Arkansas in which the Company previously held a 10% ownership interest for $1.0 million. Prior to the acquisition, the Company accounted for its ownership interest in the property under the equity method. In connection with evaluating the Company’s investment in HSRE V for impairment as of December 31, 2014, the Company recognized a loss of $7.2 million for the other-than-temporary decline in value of its previously held equity interest in the property. The gain recognized from the acquisition in The Grove at Fayetteville was $6.4 million during the three months ended September 30, 2015. Subsequent to the Company’s acquisition of HSRE’s 90% interest, the Company consolidated the balance sheet and results of operations of The Grove at Fayetteville, Arkansas. For the period from August 7, 2015 (date of acquisition) through September 30, 2015, this property contributed $0.4 million in revenue and $0.6 million in student housing operating expenses, depreciation and interest expense.

 

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed from the acquisition of The Grove at Fayetteville, Arkansas.

 

Assets acquired:     
Land  $1,008 
Buildings   17,759 
Furniture, fixtures and equipment   1,253 
Intangibles   754 
Other assets, including cash of $382   820 
Total assets acquired  $21,594 
      
Liabilities assumed:     
Mortgage, construction loans and other debt  $14,500 
Other liabilities   698 
Total liabilities assumed  $15,198 
      
Net assets acquired  $6,396 

 

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7. Asset Dispositions and Discontinued Operations

 

In connection with the strategic repositioning initiatives, the Company discontinued all construction and development operations. See Note 4 for additional information related to the strategic repositioning. In connection with the discontinuation of these operations, the Company has presented the results of construction and development as discontinued operations in the accompanying consolidated statements of operations and comprehensive income (loss) for all periods presented. These operations were previously included in the development, construction and management services segment in the prior year’s consolidated financial statements. See Note 16 for additional segment information.

 

Below is a summary of the consolidated balance sheets for the construction and development operations as of September 30, 2015 and December 31, 2014 (in thousands):

 

   September 30,   December 31, 
   2015   2014 
         
Cash  $93   $1,118 
Other assets   14    634 
Costs and earnings in excess of construction billings        3,887 
Total assets   107    5,639 
           
Accounts payable and accrued expenses   65    4,711 
Construction billings in excess of cost and earnings   -    481 
Total liabilities   65    5,192 
Total net assets  $42   $447 

 

Below is a summary of the results of operations for the construction and development operations for all periods presented (in thousands):

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30,   September 30,   September 30, 
   2015   2014   2015   2014 
                 
Revenue  $-   $5,589   $-   $23,217 
Construction and development service expense   -    (8,225)   (1,157)   (23,538)
Severance   -    (2,870)   -    (2,870)
Income (loss) from discontinued operations  $-   $(5,506)  $(1,157)  $(3,191)

 

All construction and development projects were substantially complete as of December 31, 2014.

 

On January 16, 2015, the Company sold a portfolio of six undeveloped land parcels to a leading student housing developer resulting in net sale proceeds of $28.3 million. The portfolio included parcels located in Alabama, Arizona, California, Florida, Michigan and Washington. The Company disposed of the parcels through a rigorous sale process which resulted in noticeable demand from a wide spectrum of bidders with numerous offers received. As a result of this transaction, a gain of $3.1 million was recognized during the three months ended March 31, 2015. This gain is included in gain on sale of land and unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income (loss).

 

On January 30, 2015, the Company sold its 10% interest in the joint venture property, The Grove at Stillwater, Oklahoma for net sale proceeds of $1.0 million. Additionally as part of this closing, the Company received $1.9 million in proceeds for a receivable related to renovation work performed at this property. No gain or loss was recognized.

 

On February 9, 2015, the Company completed the sale of the Falcon 900, the corporate aircraft, resulting in net sale proceeds of $3.8 million. This asset is presented in other assets on the consolidated balance sheet as of December 31, 2014. No gain or loss was recognized.

 

On March 31, 2015, the Company sold its 63.9% interest in the joint venture properties, The Grove at Conway, Arkansas and The Grove at Lawrence, Kansas for net sale proceeds of $1.3 million. The Company recorded a receivable for the $1.3 million in net sale proceeds and subsequently received the proceeds on April 1, 2015. During 2014, the Company’s investment had been reduced to below zero as the Company had recorded an obligation of $3.3 million in connection with guarantees of debt of these two properties. As a result, a gain of $4.6 million was recognized on this transaction during the three months ended March 31, 2015. This gain is included in gain on sale of land and unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income (loss). The Company had no continuing involvement with these properties, including providing debt guarantees, after March 31, 2015.

 

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On August 7, 2015, the Company sold its 20% interest in the joint venture property, The Grove at Norman, Oklahoma for net proceeds of $2.2 million. As a result, a gain of $1.4 million was recognized and included in gain on sale of land and unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income (loss) for the three months ended September 30, 2015.

 

On September 2, 2015 the Company sold its 10% interest in the joint venture property, The Grove at Laramie, Wyoming for net sale proceeds of $0.5 million. During 2014, the Company’s investment had been reduced to below zero as the Company had recorded an obligation of $0.5 million in connection with guarantees of debt of this property. As a result, a loss of $(0.1) million was recognized on this transaction. This loss is included in gain on sale of land and unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income (loss) for the three months ended September 30, 2015.

 

On September 10, 2015, the Company sold its 63.9% interest in the joint venture property, The Grove at San Angelo, Texas for net sale proceeds of $3.7 million. As a result, a gain of $0.1 million was recognized and included in gain on sale of land and unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income (loss) for the three months ended September 30, 2015.

 

8. Investment in Unconsolidated Entities

 

The Company has investments in real estate ventures with HSRE, the former members of Copper Beech Townhome Communities, LLC ("CBTC") and Copper Beech Townhome Communities (PA), LLC (“CBTC PA,” together with CBTC, “Copper Beech”) (the “CB Investors”), Brandywine and Beaumont that the Company does not consolidate. These joint ventures are engaged primarily in owning and managing student housing properties. Both the Company and its joint venture partners hold joint approval rights for major decisions, including those regarding property acquisitions and dispositions as well as property operation. As such, the Company has significant influence but not control in these joint ventures and accounts for them under the equity method of accounting.

 

 The Company acts as the operating member and day-to-day manager for most of its investments with HSRE, Brandywine and Beaumont and earns fees for property management services. Additionally, for the nine months ended September 30, 2014, the Company provided development and construction services to the ventures with HSRE, Brandywine, Copper Beech and Beaumont and recognized fees as the services were performed. The fees related to development and construction services are included in "Loss from discontinued operations" in the accompanying consolidated statements of operations and comprehensive income (loss). No development and construction services were provided during the nine months ended September 30, 2015.

 

In January 2014, CSH Montreal LP (“CSH Montreal”), the Company’s joint venture with Beaumont, formed HIM Holdings LP (“HIM Holdings”) to facilitate the acquisition of the Holiday Inn Midtown in Montréal, Québec for CAD 65 million ($48.5 million at the September 30, 2015 exchange rate). In connection with the acquisition of the Holiday Inn property, the Company increased its ownership interest from 20.0% to 47.0% in CSH Montreal, the joint venture that ultimately owns the Holiday Inn Midtown. In January 2014, with the acquisition of the Holiday Inn Midtown property, the Company provided CAD 16.0 million ($11.9 million at the September 30, 2015 exchange rate) of preferred bridge equity financing to CSH Montreal to be repaid on or before September 2, 2014. As of September 2, 2014, the Company’s preferred equity had not been repaid in full and as a result the Company is now entitled to 60.5% of all cash distributions related to earnings from CSH Montreal, with Beaumont and its partners being entitled to the remaining 39.5%. The Company retains its common ownership interest of 47.0% in CSH Montreal and recognizes 47.0% in all losses from CSH Montreal with Beaumont and its partners recognizing the remaining 53.0%. The Company’s maximum exposure to loss is its investment in CSH Montreal and the amount, if any, that could be due under its debt guarantee described in Note 17. While the Company is not obligated to provide additional capital to CSH Montreal, the Company may fund operating commitments up to its 47.0% common ownership in the partnership. On September 1, 2015, the Company funded CAD 1.4 million ($1.0 million at the September 30, 2015 exchange rate) which was its proportionate share of a capital call, the proceeds of which were used to pay the interest on the construction loan as well as other operating expenses. On October 30, 2015, the Company completed the sale of its ownership interests in CSH Montreal and the termination of all service agreements with affiliates of the two evo® Montreal properties. See Note 4 and 18 for additional information.

 

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In conjunction with the Holiday Inn Midtown acquisition, CSH Montreal entered into a CAD 112.0 million ($83.5 million at the September 30, 2015 exchange rate) acquisition and development credit facility to help fund the conversion of both hotels into upscale student housing towers. As described in Note 18, the sale of the Company’s ownership interests in CSH Montreal, completed October 30, 2015, releases it from the guarantee and indemnity obligations related to this credit facility, which was paid off at closing.

 

In January 2014, the Company amended and restated the HSRE-Campus Crest I, LLC operating agreement, which had the effect of exchanging its preferred interests in The Grove at San Angelo, Texas, and The Grove at Conway, Arkansas, for additional membership interests in HSRE-Campus Crest I, LLC, effectively increasing the Company’s equity investment in the joint venture to 63.9% from 49.9%. HSRE-Campus Crest I, LLC owns The Grove at San Angelo, Texas, and previously owned The Grove at Lawrence, Kansas, and The Grove at Conway, Arkansas. On March 31, 2015, The Grove at Lawrence, Kansas and The Grove at Conway, Arkansas were sold to third parties. On September 10, 2015, The Grove at San Angelo, Texas was also sold to a third party. See Note 7 for additional information related to these sales.

 

In February 2013, the Company entered into purchase and sale agreements to acquire an approximate 48.0% interest in a portfolio of 35 student housing properties, two undeveloped land parcels and a corporate office building held by the members of the Copper Beech Portfolio for an initial purchase price of approximately $230.6 million, including the repayment of $106.7 million of debt. The remaining interests in the Copper Beech Portfolio were held by certain of the former members of CBTC and CBTC PA (the “CB Investors”). In September 2013, the Company entered into an amendment to the above referenced purchase and sale agreement for consideration of $4.0 million whereby it transferred its 48.0% interest in five properties in the Copper Beech Portfolio back to the CB Investors and deferred the acquisition of two development properties as consideration for an additional 19.0% interest in each of the remaining 28 properties in the Copper Beech Portfolio. On August 18, 2014, the Company elected not to exercise the first purchase option to acquire additional interests in the properties comprising the Copper Beech Portfolio. As a result of this decision, the Company was entitled to 48.0% of the operating cash flows in the 35 operating properties, one office building and one parcel of land.

 

On January 30, 2015, the Company completed the acquisition of substantially all of the remaining interests in 28 student housing properties, 2 undeveloped land parcels and a corporate office building in the Copper Beech Portfolio. On April 30, 2015, the Company completed the acquisition of all of the remaining interests in 2 additional student housing properties in the Copper Beech Portfolio. See Note 6 for additional information.

 

On August 7, 2015, the Company sold its 20% ownership interest in The Grove at Norman, Oklahoma and acquired the remaining 90% ownership interest in The Grove at Fayetteville, Arkansas. On September 2, 2015, the Company sold its 10% ownership interest in The Grove at Laramie, Wyoming. See Notes 6 and 7 for additional information.

 

The Company is the guarantor of the construction and mortgage debt or credit facilities of its joint ventures with HSRE, Brandywine and Beaumont (see Note 17). Details of the Company’s unconsolidated investments at September 30, 2015 are presented in the following table (dollars in thousands):

 

                   Debt
                       Weighted    
           Number of           Average    
   Our   Year   Properties In   Total   Amount   Interest    
Unconsolidated Entities  Ownership   Founded   Operation   Investment   Outstanding   Rate   Maturity Date / Range
HSRE-Campus Crest VI, LLC   20.0%   2012     2    6,178    35,836(3)   2.34%(1)  12/19/2015 – 9/30/2016
HSRE-Campus Crest IX, LLC   30.0%   2013         19,196    96,158(3)   2.39%(1)  7/25/2016
HSRE-Campus Crest X, LLC   30.0%   2013         7,512    45,031(3)   2.38%(1)  9/06/2016 – 9/30/2018
CB Portfolio   48.0%   2013         45,249    159,686(3)   5.05%(2)  6/06/2016 – 10/01/2020
CSH Montreal   47.0%   2013         3,717    81,886(3)   5.48%(1)  1/13/2016
Total unconsolidated entities             12    $81,852   $418,597    4.00%   

 

(1)Variable interest rates.
(2)Comprised of fixed rate debt.
(3)The amount outstanding for debt represents 100% of the debt outstanding at each of the respective joint ventures in which the Company has varying ownership percentages. See Note 17 for a discussion of amounts of the outstanding debt in which the Company guarantees on behalf of certain of these joint ventures.

 

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The following is a summary of the combined financial position of the Company’s unconsolidated entities with HSRE, Brandywine and Beaumont in their entirety, not only the Company’s interest in the entities, for the periods presented (in thousands):

 

   September 30,   December 31, 
   2015   2014 
Assets          
Student housing properties, net  $397,751   $437,108 
Development in process   -    7,429 
Other assets   10,777    12,947 
Total assets  $408,528   $457,484 
           
Liabilities and Equity          
Mortgage and construction loans  $258,013   $354,759 
Other liabilities   13,624    29,364 
Owners' equity   136,891    73,361 
Total liabilities and owners' equity  $408,528   $457,484 
           
Company's share of historical owners' equity  $44,639   $30,481 
Preferred investment(1)    7,322    7,322 
Net difference in carrying value of investment versus net book value of underlying net assets(2)    (15,358)   3,219 
Carrying value of investment in HSRE and other non-Copper Beech entities  $36,603   $41,022 

 

(1) As of September 30, 2015, the Company had Class B membership interests in The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of $2.7 million, $2.7 million and $1.9 million, respectively, entitling the Company to a 9.0% return on its investment upon the respective property being operational. 
(2) This amount represents the aggregate difference between the Company’s carrying amount and its underlying equity in the net assets of its investments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the other than temporary impairments recorded during 2014, the difference between the allocated value to acquired entity interests and the venture’s basis in those interests, the capitalization of additional investment in the unconsolidated entities, and the elimination of service related revenue to the extent of the Company’s percentage ownership.

 

 26 

 

 

ASC 323 Investments – Equity Method and Joint Ventures and Article 4.08(g) of Regulation S-X requires that summarized financial information of material investments accounted for under the equity method be provided of the investee’s financial position and results of operations including assets, liabilities and results of operations under the investee’s historical cost basis of accounting. Notwithstanding the extensive efforts of the Company and Copper Beech to compile the necessary financial information, the Company has determined that the information needed for the preparation of historical financial statements of the Copper Beech Portfolio to satisfy these requirements is not available or otherwise sufficiently reliable. As a result, the Company has elected to present financial information on its investment in Copper Beech on the Company’s cost basis for its investment as of September 30, 2015 and December 31, 2014 as it believes this information is reliable and relevant to the users of its financial statements. Further, although the Company acknowledges that the information provided does not comply with all of the provisions of ASC 323 or Article 4.08(g) of Regulation S-X, it does not believe that the lack of the omitted disclosure, or the information of the financial position reflecting the cost basis of its investment provided results in a material omission or misstatement of the Company’s consolidated financial statements taken as a whole.

 

The following is a summary of the financial position of the Copper Beech entities at 100% basis for the 5 and 35 student housing properties in which the Company held a 48% interest as of September 30, 2015 and December 31, 2014, respectively (in thousands):

 

   September 30,   December 31, 
   2015   2014 
Assets          
Student housing properties, net  $254,736   $906,614 
Intangible assets   1,866    7,212 
Other assets   4,423    14,293 
Total assets  $261,025   $928,119 
           
Liabilities and Equity          
Mortgage and construction loans  $166,757   $476,985 
Other liabilities   3,278    15,541 
Owners' equity   90,990    435,593 
Total liabilities and owners' equity  $261,025   $928,119 
           
Company's share of historical owners' equity  $43,675   $199,281 
Net difference in carrying value of investment versus net book value of underlying net assets(1)   1,574    19,437 
Carrying value of investment in unconsolidated entity  $45,249   $218,718 

 

(1) This amount represents the aggregate difference between the historical cost basis and the basis reflected at the entity level, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the impairment recognized during the year ended December 31, 2014 in connection with not exercising the Copper Beech purchase option, offset by the capitalization of transaction costs incurred to acquire the Company's interests in the Copper Beech entities.

 

 27 

 

 

 

The following is a summary of the combined operating results for the Company’s unconsolidated entities with HSRE, Brandywine and Beaumont in their entirety, not only the Company’s interest in the entities. For the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014, this summary includes results for 7 unconsolidated properties and 14 unconsolidated properties, respectively (in thousands):

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30,   September 30,   September 30, 
   2015   2014   2015   2014 
                 
Revenues  $1,474   $8,229   $19,977   $21,107 
Expenses:                    
Operating expenses   2,500    5,691    15,259    12,886 
Interest expense   1,360    2,089    7,508    4,329 
Depreciation and amortization   1,474    2,037    9,200    5,902 
Other (income) expense   (22)   24    43    70 
Total expenses   5,312    9,841    32,010    23,187 
Net loss  $(3,838)  $(1,612)  $(12,033)  $(2,080)

 

The following is a summary of the operating results for the Company’s unconsolidated Copper Beech entities in their entirety, not only the Company’s interest in the entities. For the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014, this summary includes results for 5 unconsolidated properties and 28 unconsolidated properties, respectively (in thousands):

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30,   September 30,   September 30, 
   2015   2014   2015   2014 
Revenues                    
Expenses:  $6,978   $22,413   $19,781   $60,706 
Operating expenses                    
Interest expense   2,845    9,310    7,241    23,881 
Depreciation and amortization   2,210    3,708    6,337    9,660 
Other (income) expense   1,161    8,131    3,329    27,767 
Total expenses   (323)   395    (22)   1,021 
Net income (loss)   5,893    21,544    16,885    62,329 
   $1,085   $869   $2,896   $(1,623)

 

9. Debt

 

The following is a summary of the Company’s mortgage and construction notes payable, the Credit Facility (defined below), Exchangeable Senior Notes (defined below), and other debt (in thousands):

 

   September 30,
2015
   December 31,
2014
 
Fixed-rate mortgage loans (1)  $435,220   $163,341 
Variable-rate mortgage loans   16,420    16,613 
Construction loans (1)   150,583    120,719 
Total mortgage and construction loans   602,223    300,673 
           
Line of credit (1)   263,500    217,500 
Exchangeable senior notes   97,925    97,419 
Other debt   8,289    2,827 
Total lines of credit and other debt   369,714    317,746 
           
Total debt  $971,937   $618,419 

 

(1) As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in most of the Copper Beech properties. This acquisition represents $259.3 million of the increase in the fixed-rate mortgage loans, $34.0 million of the increase in the construction loans and $3.3 million of the increase in other debt related to Copper Beech letters of credit. During January 2015, the Company drew $46.0 million on its line of credit to fund the First CB Closing.

 

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Mortgage and Construction Loans

 

Mortgage and construction loans are collateralized by properties and their related revenue streams. Mortgage loans are not cross-defaulted or cross-collateralized with any other indebtedness. The Company’s mortgage loans generally may not be prepaid prior to maturity; however, in certain cases, prepayment is allowed subject to prepayment penalties. The Company’s construction note agreements contain representations, warranties, covenants (including financial covenants upon commencement of operations) and other terms that are customary for construction financing. Construction loans are generally secured by a first deed of trust or mortgage on each property, primary UCC filings, and an assignment of rents, leases and profits from the respective property. Mortgage and construction loans for the periods presented consisted of the following (in thousands):

 

   Face Amount   Carrying Value at
9/30/2015
   Carrying Value at
12/31/2014
   Stated Interest Rate   Interest Rate at
9/30/2015
   Maturity Date (1)  Amortization   
Construction loans                                  
The Grove at Grand Forks  $-   $-   $12,474   $-    -   -  -  (5)
The Grove at Slippery Rock   17,961    17,738    16,031    LIBOR + 215 BPS    2.34%  6/21/2016  Interest only   
The Grove at Muncie   13,892    13,892    13,892    LIBOR + 225 BPS    2.44%  6/21/2016  Interest only   
The Grove at Fort Collins   19,073    18,998    19,073    LIBOR + 190 BPS    2.09%  7/13/2016  Interest only   
The Grove at Pullman   16,016    13,887    10,886    LIBOR + 220 BPS    2.39%  9/5/2016  Interest only   
Statesboro, GA Phase II   9,226    9,226    -(3)   LIBOR + 250 BPS    2.69%  11/1/2016  30 years  (4)
CMU Phase II—Mount Pleasant, MI   9,072    9,072    -(3)   LIBOR + 250 BPS    2.69%  2/1/2017  30 years  (4)
Auburn, AL   15,750    15,750    -(3)   LIBOR + 200 BPS    2.19%  2/6/2017  Interest only   
The Grove at Gainesville   30,069    25,592    22,836    LIBOR + 215 BPS    2.34%  3/13/2017  Interest only   
Copper Beech at Ames   23,551    22,051    21,170    LIBOR + 225 BPS    2.44%  5/2/2017  Interest only   
Toledo Vivo   9,404    4,377    4,357    LIBOR + 215 BPS    2.34%  11/25/2017  Interest only   
Mortgage loans                                  
IUP Phase II - Indiana   5,854    5,855    -(3)   5.90%   5.90%  10/1/2015  30 years  (7)
CMU Phase I - Mount Pleasant, MI   17,911    17,913    -(3)   5.47%   5.47%  12/1/2015  30 years  (2)
Copper Beech I - State College   4,919    4,994    -(3)   5.61%   5.61%  2/11/2016  30 years  (2)
IUP Buy - Indiana   2,307    2,376    -(3)   5.45%   5.45%  6/6/2016  30 years  (2)
San Marcos, TX Phase I   32,718    33,697    -(3)   5.45%   5.45%  6/6/2016  30 years  (2)
Fresno, CA   15,000    15,000    -(5)   2.00%   2.19%  9/5/2016  30 years  (2)
The Grove at Milledgeville   15,477    15,477    15,640    6.12%   6.12%  10/1/2016  30 years  (2)
Bloomington   10,354    8,815    -(3)   6.22%   6.22%  10/1/2016  30 years  (2)
Allendale Phase I   22,616    23,502    -(3)   5.98%   5.98%  10/1/2016  30 years  (2)
Columbia, MO   23,373    24,347    -(3)   6.22%   6.22%  10/1/2016  30 years  (2)
The Grove at Carrollton and The Grove at Las Cruces   28,376    28,376    28,674    6.13%   6.13%  10/11/2016  30 years  (2)
Radford   11,807    12,310    -(3)   5.99%   5.99%  11/6/2016  30 years  (2)
The Grove at Denton   17,167    16,420    16,613    2.15%   2.34%  3/1/2017  30 years  (2)
The Grove at Asheville   14,166    14,166    14,304    5.77%   5.77%  4/11/2017  30 years  (2)
IUP Phase I - Indiana   6,500    6,500    -(3)   2.15%   2.15%  6/2/2017  Interest only   
Allendale Phase II   11,485    12,329    -(3)   6.27%   6.27%  9/6/2017  30 years  (2)
Columbia, SC Phase I   35,661    38,119    -(3)   6.27%   6.27%  9/6/2017  30 years  (2)
Statesboro, GA Phase I   29,862    31,766    -(3)   5.81%   5.81%  10/6/2017  30 years  (2)
The Grove at Fayetteville, AR   14,500    14,500    -(6)   5.45%   5.64%  9/1/2018  Interest only   
The Grove at Ellensburg   15,669    15,669    15,845    5.10%   5.10%  9/1/2018  30 years  (2)
The Grove at Nacogdoches   16,666    16,666    16,857    5.01%   5.01%  9/1/2018  30 years  (2)
The Grove at Greeley   14,753    14,753    14,945    4.29%   4.29%  10/1/2018  30 years  (2)
Copper Beech II - State College   8,353    9,265    -(3)   5.97%   5.97%  8/1/2019  30 years  (2)
Columbia, SC Phase II   5,837    6,498    -(3)   5.41%   5.41%  8/1/2020  30 years  (2)
Oakwood - State College   5,502    6,022    -(3)   4.99%   4.99%  10/1/2020  30 years  (2)
The Grove at Clarksville   16,028    16,028    16,238    4.03%   4.03%  7/1/2022  30 years  (2)
The Grove at Columbia   22,396    22,382    22,738    3.83%   3.83%  7/1/2022  30 years  (2)
The Grove at Statesboro   18,100    17,895    18,100    4.01%   4.01%  1/1/2023  30 years  (2)
        $602,223   $300,673                    

 

(1) For the construction loans, the maturity date is the stated maturity date in the respective loan agreements, some of which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending on the loan. For the loans that mature during 2015, see Note 18. The Company is also currently evaluating loans that mature within the next 12 months.
(2) Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until maturity when all principal is due.

 

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(3) As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in 28 of the Copper Beech properties. Accordingly, these balances were not recognized by the Company as of December 31, 2014. As part of recording the mortgage loans from the First CB Closing at fair value, the outstanding amount, after giving effect for each loan’s respective provisional fair value adjustment, could result in an outstanding balance greater than the face amount of the mortgage loan. These fair value adjustments are amortized to interest expense over the term of the respective mortgage loans. As of April 30, 2015 (the "Second CB Closing"), the Company completed the acquisition of the Sellers’ interests in two of the properties in the Copper Beech Portfolio in which the Company previously held a 48% interest – Copper Beech San Marcos Phase 1 and Copper Beech IUP Buy (See Note 6).
(4) Loan required interest only payments until the loan was extended in March of 2015. Thereafter, principal and interest, plus certain reserves, are payable monthly until maturity.
(5) During the third quarter 2015, the Company acquired the Fresno, CA debt and used the proceeds of this debt to pay off the Grove at Grand Forks debt in full.
(6) On August 7, 2015, the Company completed the purchase of HSRE’s interest in The Grove at Fayetteville.
(7) The Company paid the IUP Phase II - Indiana loan in full on October 1, 2015.

 

Line of Credit

 

In January 2013, the Company entered into the second amended and restated credit agreement (the "Second Amended and Restated Credit Agreement"), which provides for a $250.0 million senior unsecured revolving credit facility (the "Revolving Credit Facility") and a $50.0 million term loan (the “Term Loan”, together with the “Revolving Credit Facility”, the “Amended Credit Facility”). Additionally, under certain circumstances, there is an accordion feature that allows the Company to request an increase in the total commitments of an additional $300.0 million to a total commitment of $600.0 million. The Second Amended and Restated Credit Facility will mature in January 2017 and contains a one-year extension option, subject to certain terms and conditions. Amounts outstanding under the Second Amended and Restated Credit Facility bear interest at a floating rate equal to, at the Company’s election, the Eurodollar Rate or the Base Rate (each as defined in the Amended Credit Facility) plus a spread. The spread for borrowings under the Revolving Credit Facility ranges from 1.75% to 2.50% for Eurodollar Rate based borrowings and from 0.75% to 1.50% for Base Rate based borrowings, and the spread for the Term Loan ranges from 1.70% to 2.45% for Eurodollar Rate based borrowings and from 0.70% to 1.45% for Base Rate based borrowings. At September 30, 2015, the interest rate was 2.70% on the Revolving Credit Facility borrowings and 2.65% on the Term Loan.

 

As of September 30, 2015, the Company had $213.5 million outstanding under the Revolving Credit Facility and $50.0 million outstanding under the Term Loan. The amounts outstanding under the Revolving Credit Facility and Term Loan, as well as outstanding letters of credit of $2.1 million, will reduce the amount that the Company may be able to borrow under this facility for other purposes. At September 30, 2015, the Company had $36.5 million in borrowing capacity under the Revolving Credit Facility, although pursuant to a waiver dated August 28, 2015, the Company agreed not to request any additional borrowings under this facility. Amounts borrowed under the facility are due at its maturity in January 2017, subject to a one-year extension, which the Company may exercise at its option, subject to the satisfaction of certain terms and conditions, including the payment of an extension fee. The amount available for the Company to borrow under the Amended Credit Facility is based on the sum of (a) the lesser of (i) 60.0% of the "as-is" appraised value of the Company’s properties that form the borrowing base of the Amended Credit Facility and (ii) the amount that would create a debt service coverage ratio of not less than 1.5, and (b) 50% of the aggregate of the lesser of (i) the book value of each of the Company’s development assets (as such term is defined in the Second Amended and Restated Credit Agreement) and (ii) the "as-is" appraised value of each of the Company’s development assets, subject to certain limitations in the Second Amended and Restated Credit Agreement.

 

The Company incurs an unused fee on the balance between the amount available under the Revolving Credit Facility and the amount outstanding under the Revolving Credit Facility of (i) 0.30% per annum if the Company’s average borrowing is less than 50.0% of the total amount available or (ii) 0.25% per annum if the Company’s average borrowing is greater than 50.0% of the total amount available.

 

On February 25, 2015, the Company entered into the Second Amendment to the Revolving Credit Facility, which amended, among other things, certain of the financial covenants from and including March 31, 2015 until and including September 30, 2015 (the “Relief Period”).

 

The Company’s ability to borrow under the Amended Credit Facility is subject to its ongoing compliance with a number of customary financial covenants during the Relief Period, including:

 

 30 

 

 

·a maximum leverage ratio of not greater than 0.65:1.00;
·a minimum fixed charge coverage ratio of not less than 1.30:1.00;
·a minimum ratio of fixed rate debt and debt subject to hedge agreements to total debt of not less than 66.67%;
·a maximum secured recourse debt ratio of not greater than 20.0%;
·a minimum tangible net worth of not less than the sum of $330,788,250 plus an amount equal to 75.0% of the net proceeds of any additional equity issuances; and
·a maximum secured debt ratio of not greater than 47.5%.

 

Pursuant to the terms of the Amended Credit Facility, the Company may not pay distributions that exceed the greater of (i) 95.0% of funds from operations, or (ii) the minimum amount required for the Company to qualify and maintain its status as a REIT. If a default or event of default occurs and is continuing, the Company also may be precluded from making certain distributions (other than those required to allow the Company to qualify and maintain its status as a REIT). On September 30, 2014, the Company received a waiver with respect to the distribution payout ratio for each distribution payout date through the end of 2015. The waiver was expressly conditioned on the following: (i) no default or event of default shall have occurred and be continuing and (ii) as each test date during 2015, the payout ratio shall be equal to or less than (A) 105% or (B) such greater amount as may be required by applicable law for the Company to maintain its status of a REIT. Additionally, on February 25, 2015, the dividend payout ratio was amended to be calculated on a rolling twelve month pro forma basis based on the current quarterly dividend of $0.09 per share.

 

The Company and certain of its subsidiaries guarantee the obligations under the Amended Credit Facility and the Company and certain of its subsidiaries have provided a negative pledge against specified assets (including real property), stock and other interests.

 

Exchangeable Senior Notes

 

The Company has outstanding $100.0 million of Exchangeable Senior Notes due 2018 (the “Exchangeable Senior Notes”) which bear interest at 5.53% per annum. Interest is payable on April 15 and October 15 of each year beginning April 15, 2014 until the maturity date of October 15, 2018. The Operating Partnership’s obligations under the Exchangeable Senior Notes are fully and unconditionally guaranteed by the Company. The Exchangeable Senior Notes are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other existing and future senior unsecured indebtedness of the Operating Partnership. Although the Indenture dated as of October 9, 2013 (the “Indenture”), by and among the Operating Partnership, the Company, and U.S. Bank National Association (the “Trustee”) for the Exchangeable Senior Notes contains a cross-default provision, as of September 30, 2015, no event under any of the Company’s credit facilities has triggered that cross-default provision (see Note 18).

 

The Exchangeable Senior Notes contain an exchange settlement feature which allows the holder, under certain circumstances, to exchange its Exchangeable Senior Notes for cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the option of the Operating Partnership, based on an initial exchange rate of 79.602 shares of common stock per $1,000 principal amount of Exchangeable Senior Notes. At the initial exchange rate, the Exchangeable Senior Notes are exchangeable for common stock at an exchange price of $12.56 per share of common stock.

 

The Exchangeable Senior Notes will be exchangeable by the holder under the following circumstances on or prior to July 15, 2018: (i) during any calendar quarter beginning after December 31, 2013 (and only during such quarter) if the closing sale price of the common stock, $0.01 par value per share, of the Company is more than 130% of the then-current exchange price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the previous calendar quarter; (ii) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price per $1,000 principal amount of notes for each trading day during such five trading day period was less than 98% of the closing sale price of the common stock of Campus Crest, or Campus Crest common stock, for each trading day during such five trading-day period multiplied by the then current exchange rate; or (iii) upon the occurrence of specified corporate transactions described in the indenture governing the Exchangeable Senior Notes. On or after July 15, 2018, and on or prior to the second scheduled trading day immediately preceding the maturity date, holders of the Exchangeable Senior Notes may exchange their notes without regard to the foregoing conditions. Following certain corporate transactions that occur prior to maturity of the Exchangeable Senior Notes and that also constitute a make-whole fundamental change, the Operating Partnership will increase the exchange rate for holders who elect to exchange notes in connection with such make-whole fundamental change in certain circumstances. If specified fundamental changes involving the Operating Partnership or the Company occur, holders may require the Operating Partnership to repurchase the Exchangeable Senior Notes for cash at a price equal to 100% of the principal amount of the Exchangeable Senior Notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date.

 

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The Operating Partnership may not redeem the Exchangeable Senior Notes prior to the maturity date. At any time prior to July 15, 2018, the Operating Partnership may irrevocably elect, in its sole discretion without the consent of the holders of the Exchangeable Senior Notes, to settle all of the future exchange obligation entirely in shares of the Company's common stock. On or after July 15, 2018, the Exchangeable Senior Notes will be exchangeable at any time prior to the close of business on the second business day immediately preceding the maturity date.

 

In connection with the issuance of the Exchangeable Senior Notes, the Company recorded $97.9 million within line of credit and other debt on the accompanying consolidated balance sheet, based on the fair value of the instrument at the time of issuance, and $2.1 million in additional paid-in-capital, net of offering costs, in the accompanying consolidated statements of changes in equity. Amortization related to the $2.1 million in additional paid in capital was $0.2 million and $0.2 million for the three months ended September 30, 2015 and 2014, respectively and $0.5 million and $0.5 million for the nine months ended September 30, 2015 and 2014, respectively.

 

On May 21, 2015, the Operating Partnership delivered a precautionary notice (the “May 2015 Notice”) to the holders of its 4.75% Exchangeable Senior Notes, with a copy of such May 2015 Notice to the Trustee, pursuant to the Indenture. The May 2015 Notice provided that the Company anticipated it would be unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 by June 2, 2015, which would result in a reporting event of default under the Indenture. The Notice further provided that, pursuant to Section 6.01(b) of the Indenture, the Operating Partnership elected that the sole remedy for the reporting event of default would consist exclusively of the right to receive additional interest on the Exchangeable Senior Notes at a rate equal to (i) 0.25% per annum of the outstanding principal amount of the Exchangeable Senior Notes for the first 90 days of the 180-day period in which such reporting event of default is continuing, beginning on, and including, the date on which such reporting event of default first occurs and (ii) 0.50% per annum of the outstanding principal amount of the Exchangeable Senior Notes for the last 90 days of such 180-day period as long as such reporting event of default is continuing, payable subject to and in accordance with the terms and conditions of the Indenture. However, such reporting event of default was cured within the 60-day cure period when the Company filed the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 with the SEC on July 24, 2015.

 

On August 26, 2015, the Operating Partnership delivered another precautionary notice (the “August 2015 Notice”) to the holders of its Exchangeable Senior Notes, with a copy of such Notice to the Trustee, pursuant to the Indenture. The August 2015 Notice provided that the Company anticipated it would be unable to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 by September 1, 2015, which would result in a reporting event of default under the Indenture. The Notice provided for the same election of sole remedy under the Indenture as the May 2015 Notice. However, such reporting event of default was cured within the 60-day cure period when the Company filed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 with the SEC on September 29, 2015.

 

Other Debt

 

As stated in Note 6, on January 30, 2015, the Company, and certain of its affiliates, completed the acquisition of substantially all of the Sellers’ remaining interests in Copper Beech, which included $3.3 million for CB lines of credit as of September 30, 2015. The interest rate on these lines of credit range from 0.50% to 3.59% and the maturity dates on these lines of credit are between the dates of November 30, 2015 and July 1, 2017.

 

Schedule of Debt Maturities

 

Scheduled debt maturities for the remainder of 2015 and each of the four years subsequent to December 31, 2015 and thereafter, are as follows (in thousands):

 

2015  $27,780 
2016   242,120 
2017   441,340 
2018   179,659 
2019   9,962 
Thereafter   63,902 
Total outstanding debt   964,763 
      
Convertible note discount   (2,075)
Copper Beech debt fair value adjustment   9,249 
Outstanding as of September 30, 2015, net of discount and fair value adjustment  $971,937 

 

The Copper Beech debt fair value adjustment relates to the difference between the carrying value and provisional fair value of the debt assumed by the Company on January 30, 2015 (see Note 6), net of amortization of $1.9 million and $4.2 million for the three and nine months ended September 30, 2015, respectively. Amortization of deferred financing costs was $0.8 million and $0.6 million for the three months ended September 30, 2015 and 2014, respectively and $2.3 million and $1.6 million for the nine months ended September 30, 2015 and 2014, respectively.

 

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Covenant Renegotiation

 

On February 25, 2015, the Company received a unanimously approved waiver under its amended credit facility that provides relief from certain financial covenants during a relief period that runs from December 31, 2014 until and including September 30, 2015. During the relief period the following new measurements will apply to covenant tests: maximum leverage ratio of not greater than 0.65:1.00; maximum secured debt ratio of not greater than 47.5%; minimum fixed charge ratio of not less than 1.30:1.00; and a dividend payout ratio of not more than 105.0% calculated on a pro forma basis that applies the current quarterly dividend of $0.09 on a trailing twelve month basis.

 

Although the Company is currently in compliance with the terms of its Second Amended and Restated Credit Agreement, the Company’s Board has determined, based on an evaluation by management of the Company’s ability to satisfy all financial covenants in the credit agreement for 2015, not to declare or pay dividends on its Common Stock or Series A Preferred Stock for the first, second or third quarter of 2015. In addition, the Board does not currently intend to declare or pay dividends on its Common Stock or Series A Preferred Stock for the fourth quarter of 2015. The Company is currently in discussions with the lenders under the Second Amended and Restated Credit Agreement to amend the financial covenant thresholds for the periods ended December 31, 2015 and March 31, 2016 to levels which the Company believes to be achievable based upon current projections.

 

10. Derivative Instruments and Hedging Activities

 

The Company used variable rate debt to finance the construction of student housing properties in 2014 and prior years. These debt obligations allow exposure to variability in cash flows due to fluctuations in interest rates. The Company utilizes derivative instruments (interest rate caps) to limit variability for a portion of the interest payments and to manage exposure to interest rate risk. The Company has two interest rate caps totaling a notional amount of $275.0 million. Both instruments have a strike rate of 2.5% with maturity dates of July 22, 2015 and January 22, 2016. As of September 30, 2015 and December 31, 2014, the fair value of derivative contracts was insignificant. The interest rate cap with a maturity date of July 22, 2015 and a notional amount of $100.0 million expired and was not renewed at that time.

 

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly into earnings. The Company recorded an insignificant loss related to derivatives not designated in hedging relationships in earnings for both the three months ended September 30, 2015 and 2014 and the nine months ended September 30, 2015 and 2014.

 

11. Fair Value Disclosures

 

Fair value guidance for financial assets and liabilities that are recognized and disclosed in the consolidated financial statements on a recurring basis and nonfinancial assets on a nonrecurring basis establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

 

Level 1 — Observable inputs, such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2 — Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

 

Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the asset or liability.

 

As of September 30, 2015 and December 31, 2014, the Company’s financial assets and liabilities carried at fair value on a recurring basis consisted of interest rate caps. As of September 30, 2015 and December 31, 2014, the fair value of the Company’s interest rate caps, valued using level 2 inputs, was approximately zero.

 

Fair Value of Financial Instruments

 

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between market participants at the measurement date (exit price), other than in a forced sale or liquidation. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the asset or liability.

 

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Financial instruments consist primarily of cash, cash equivalents, restricted cash, student receivables, interest rate caps, accounts payable, mortgages, construction loans, Exchangeable Senior Notes, the line of credit and other debt. The carrying value of cash, cash equivalents, restricted cash, student receivables and accounts payable are representative of their respective fair values due to the short-term nature of these instruments. The estimated fair value of the Company’s revolving line of credit approximates the outstanding balance due to the frequent market based re-pricing of the underlying variable rate index. The estimated fair values of the Company’s mortgages, construction loans and Exchangeable Senior Notes were determined by comparing current borrowing rates and risk spreads to the stated interest rates and risk spreads. The weighted average interest rate for all borrowings was 3.91% and 3.65% at September 30, 2015 and December 31, 2014, respectively.

 

The following is a summary of the fair value of the Company’s mortgages, construction loans payable, other debt and Exchangeable Senior Notes aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

 

   Estimated Fair Value     
September 30, 2015  Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Carrying Value(1) 
Fixed-rate mortgage loans  $-   $403,543   $-   $435,220 
Variable-rate mortgage loans   -    16,312    -    16,420 
Construction loans   -    149,999    -    150,583 
Exchangeable Senior Notes   -    101,322    -    97,925 
Other Debt   -    6,089    -    8,289 
                     
December 31, 2014                    
Fixed-rate mortgage loans  $-   $164,808   $-   $163,341 
Variable-rate mortgage loans   -    16,467    -    16,613 
Construction loans   -    119,952    -    120,719 
Exchangeable Senior Notes   -    101,793    -    97,419 
Other Debt   -    3,014    -    2,827 

 

(1) See Note 9 where total debt agrees to the face of the financial statements. This schedule will not agree to the financial statements because the $263.5 million line of credit is not measured at fair value.

 

All of the Company’s nonrecurring valuations were made in connection with property acquisitions in Note 6 and used significant unobservable inputs and, therefore, fall under Level 3 of the fair value hierarchy.

 

Fair Value Measurements on a Nonrecurring Basis

 

Assets measured at fair value on a nonrecurring basis on the accompanying consolidated balance sheet as of December 31, 2014 consist of joint venture investments related to HSRE I, HSRE V, HSRE VI and HSRE X (the “HSRE Investments”) and to the Company’s investment in CSH Montreal and land parcels that were written-down to their estimated fair value. Factors giving rise to the write downs or impairments, including results below expectations in original underwriting transactions and communication from the venture partner during the year ended December 31, 2014 about their desire to dispose of certain properties in the HSRE Investments in the near term, resulted in the Company’s determination that an other than temporary impairment existed. After the impairments were recorded, the carrying values of the Company’s HSRE Investments and investment in CSH Montreal were $15.1 million and $6.9 million, respectively. The Company engaged third-party specialists to assist with the Company’s valuation of certain of the underlying properties in the HSRE Investments. An income approach was used to determine the fair value of the Company’s HSRE Investments. Inputs and assumptions included in the determination of fair value included the Company’s expectation of projected net operating income to be earned ranging from $1.0 million to $2.6 million and capital expenditures to be incurred at the underlying properties and capitalization rates ranging between 5.9% and 8.5%. The capitalization rates were determined based on the marketability of each of the properties and the extent to which the operations of the property has stabilized. For the Company’s investment in CSH Montreal, the Company used a discounted cash flow valuation technique to estimate the fair value of the Company’s investment. The discounted cash flows take into consideration current occupancy levels with revenue per available bed increasing in conjunction with occupancies growing up to 92% over a four year period, an expected exit value based on a 7.25% capitalization rate, and a 9.25% discount rate. The discount rate includes the Company’s belief that the properties have not stabilized yet, given the occupancy levels of the properties owned by CSH Montreal during its first year of operations. These valuation techniques involve Level 3 inputs in the fair value hierarchy, and the Company believes that the highest and best use of these properties continues to be for student housing. There were no additional impairments to these assets during the three and nine months ended September 30, 2015. There were no assets or liabilities with fair value measurements on a nonrecurring basis as of September 30, 2015.

 

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The table below aggregates the fair values of these assets by their level in the fair value hierarchy as of December 31, 2014 (in thousands):

 

   As of December 31, 2014 
   Total   Level 1   Level 2   Level 3 
HSRE JV - I  $212   $-   $-   $212 
HSRE JV - V   -    -    -    - 
HSRE JV - VI   6,815    -    -    6,815 
HSRE JV - X   8,073    -    -    8,073 
CSH Montreal   6,947    -    -    6,947 
Land Parcels and Toledo   45,518    -    -    45,518 
Total assets  $67,565   $-   $-   $67,565 
                     
HSRE JV - V   (4,500)   -    -    (4,500)
Total liabilities  $(4,500)  $-   $-   $(4,500)

 

During the nine months ended September 30, 2015 and prior to the date of this filing, certain assets included in the table above were sold. See Notes 7, 8 and 18 for additional detail. See Notes 7 and 17 for additional information on the fair value of the guarantees.

 

12. Earnings per Share

 

Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. All unvested stock-based payment awards are included in the computation of basic earnings per share. The computation of diluted earnings per share includes common stock issuable upon the conversion of Exchangeable Senior Notes and other potentially dilutive securities in the weighted average shares, unless the effect of their conversion is anti-dilutive in nature.

 

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Computations of basic and diluted income (loss) per share for the periods presented are as follows (in thousands, except per share data):

 

   Three Months Ended 
   September 30, 2015   September 30, 2014 
   Income (Loss)
(Numerator)
   Shares
(Denominator)
   Per Share
Amount
   Income (Loss)
(Numerator)
   Shares
(Denominator)
   Per Share
Amount
 
                         
                         
Loss from continuing operations  $(14,093)            $(122,188)          
Preferred stock dividends   (3,050)             (3,050)          
Loss from continuing operations attributable to noncontrolling interests   (2,451)             (731)          
Loss from continuing operations attributable to common stockholders   (14,692)             (124,507)          
                               
Loss from discontinued operations   -              (5,506)          
Loss from discontinued operations attributable to noncontrolling interests   -              (39)          
Loss from discontinued operations attributable to common stockholders   -              (5,467)          
                               
Basic and diluted earnings per share:                              
Loss from continuing operations attributable to common stockholders   (14,692)   64,762   $(0.23)   (124,507)   64,770   $(1.92)
Loss from discontinued operations attributable to common stockholders   -    64,762    -    (5,467)   64,770    (0.09)
Net loss attributable to common stockholders   (14,692)   64,762   $(0.23)   (129,974)   64,770   $(2.01)
                               
Effect of Dilutive Securities                              
Interest expense on exchangeable debt   1,356                          
Incremental shares from assumed conversion (1)        18,797              434      
Diluted:   (13,336)   83,559         (129,974)   65,204      

 

   Nine Months Ended 
   September 30, 2015   September 30, 2014 
   Income (Loss)
(Numerator)
   Shares
(Denominator)
   Per Share
Amount
   Income (Loss)
(Numerator)
   Shares
(Denominator)
   Per Share
Amount
 
                         
                         
Loss from continuing operations  $(19,303)            $(123,846)          
Preferred stock dividends   (9,150)             (9,150)          
Loss from continuing operations attributable to noncontrolling interests   (8,617)             (751)          
Loss from continuing operations attributable to common stockholders   (19,836)             (132,245)          
                               
Loss from discontinued operations   (1,157)             (3,191)          
Loss from discontinued operations attributable to noncontrolling interests   9              (22)          
Loss from discontinued operations attributable to common stockholders   (1,166)             (3,169)          
                               
Basic and diluted earnings per share:                              
Loss from continuing operations attributable to common stockholders   (19,836)   64,746   $(0.30)   (132,245)   64,650   $(2.04)
Loss from discontinued operations attributable to common stockholders   (1,166)   64,746    (0.02)   (3,169)   64,650    (0.05)
Net loss attributable to common stockholders   (21,002)   64,746   $(0.32)   (135,414)   64,650   $(2.09)
                               
Effect of Dilutive Securities                              
Interest expense on exchangeable debt   4,069                          
Incremental shares from assumed conversion (1)        18,797              434      
Diluted:   (16,933)   83,543         (135,414)   65,084      

 

(1)The effect of the inclusion of all potentially dilutive securities for the three and nine months ended September 30, 2015 would be anti-dilutive when computing diluted earnings per share. Therefore, the computation of both basic and diluted earnings per share is the same. For the three and nine months ended September 30, 2015 and 2014, shares issuable upon settlement of the exchange feature of the Exchangeable Senior Notes were anti-dilutive and were not included in the computation of diluted earnings per share based on the “if-converted” method.

 

13. Equity

 

Preferred Stock

 

The Company’s 8.0% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) ranks senior to the Company’s common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. Cumulative dividends on the Series A Preferred Stock are payable from the date of original issue at a rate of 8.00% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $2.00 per share). Dividends on the Series A Preferred Stock are payable quarterly in arrears on or about the 15th day of January, April, July and October of each year; however, the Company’s Board determined not to declare or pay dividends on its Series A Preferred Stock for the first, second, or third quarters of 2015 and does not currently intend to declare or pay dividends on its Series A Preferred Stock for the remainder of 2015 unless the Company experiences sufficient improvement in its operating results, including successfully completing the sale of certain assets and enhancing the Company’s liquidity position by raising additional capital and/or refinancing its existing credit facilities.

 

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The Company may not redeem the Series A Preferred Stock prior to February 9, 2017, except in limited circumstances relating to the Company’s ability to qualify as a REIT, and except that the Company may at its option redeem the Series A Preferred Stock upon a change of control of the Company. On or after February 9, 2017, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series A Preferred Stock to, but not including, the date of redemption. The Series A Preferred Stock has no maturity date and is not subject to mandatory redemption or any sinking fund. Holders of shares of the Series A Preferred Stock will generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.

 

Common Shares and OP Units

 

An OP Unit and a share of the Company’s common stock have essentially the same economic characteristics as they share equally in the net income (loss) and distributions of the Operating Partnership. An OP Unit may be tendered for redemption for cash or share of common stock; however, the Company has sole discretion and must have a sufficient amount of authorized common stock to exchange OP Units for shares of common stock on a one-for-one basis.

 

On January 30, 2015, the Company completed the First CB Closing. In addition to cash consideration exchanged for the additional interests acquired, the Operating Partnership issued to the Sellers an aggregate of 10.4 million OP Units. On April 30, 2015, the Company completed the Second CB Closing. In addition to cash consideration for the additional interests acquired, the Operating Partnership issued to the Sellers and additional aggregate of 2.0 million OP Units. See Note 6 for more information related to the First CB Closing and Second CB Closing.

 

As of September 30, 2015, there were 77.6 million common shares and OP Units outstanding, of which 64.8 million, or 83.5%, were owned by the Company and 12.8 million, or 16.5%, were owned by other partners. As of September 30, 2015, the fair market value of the OP Units not owned by the Company was approximately $68.1 million, based on a market value of $5.32 per unit, which was the closing price per share of the Company’s common stock on the New York Stock Exchange on September 30, 2015.

 

The following is a summary of changes in the shares of the Company’s common stock for the periods shown (in thousands):

 

   Nine Months Ended 
   September 30,   September 30, 
   2015   2014 
Common shares at beginning of period   64,742    64,502 
Issuance of common shares   239    - 
Issuance of restricted shares   63    357 
Forfeiture of restricted shares   (288)   (80)
Common shares at end of period   64,756    64,779 

 

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The following is a summary of changes in the number of OP Units not owned by the Company for the periods shown (in thousands):

 

   Nine Months Ended 
   September 30,   September 30, 
   2015   2014 
OP Units at beginning of period   401    434 
Issuance of OP Units   12,408    - 
OP Units at end of period   12,809    434 

 

Dividends and Distributions

 

During the first quarter of 2015, the Company’s Board of Directors determined, based on an evaluation by management of the Company’s ability to satisfy all financial covenants in the credit agreement for the next four quarters, not to declare or pay dividends on its Common Stock or Series A Preferred Stock for the first quarter of 2015. The Company’s Board of Directors made the same determination for the second and third quarters of 2015, and does not currently intend to declare or pay dividends on its Common Stock or Series A Preferred Stock for the remainder of 2015 unless the Company experiences sufficient improvement in its operating results, including enhancing its liquidity position by raising additional capital and/or refinancing its existing credit facility. As these dividends were not declared at September 30, 2015, the Company has not accrued them but has included the preferred stock dividends in the calculation of net income (loss) attributable to common shareholders in the accompanying statement of operations and comprehensive income (loss).

 

14. Incentive Plans

 

The Company has adopted the Amended and Restated Equity Incentive Compensation Plan (the “Incentive Plan”) which permits the grant of incentive awards to executive officers, employees, consultants and non-employee directors. The aggregate number of awards approved under the Incentive Plan is 6.5 million. Total shares available for issuance under the Incentive Plan were 5.0 million and 5.1 million as of September 30, 2015 and December 31, 2014, respectively.

 

Restricted Stock Awards

 

Awards to executive officers and employees vest over a three year period and are subject to restriction based upon employment in good standing with the Company. Awards to non-employee directors vest over a three or five year period and are subject to restriction based upon continued service on the Board of Directors.

 

At September 30, 2015, total unrecognized compensation cost related to restricted stock awards was $0.6 million and is expected to be recognized over a remaining weighted average period of 1.4 years.

 

During the three months ended September 30, 2015, the Company recognized stock compensation of approximately $0.3 million (net of immaterial vesting forfeitures). During the three months ended September 30, 2014, the Company recognized stock compensation expense of approximately $0.9 million (net of immaterial forfeitures) and capitalized stock compensation expense of approximately $0.5 million.

 

During the nine months ended September 30, 2015, the Company recognized stock compensation of approximately $1.9 million (net of immaterial vesting forfeitures), of which $0.4 million was related to the First CB Closing and is included in the transaction costs on the consolidated statement of operations and comprehensive income (loss). During the nine months ended September 30, 2014, the Company recognized stock compensation expense of approximately $1.4 million (net of vesting forfeitures of approximately $0.2 million) and capitalized stock compensation expense of approximately $1.3 million.

 

The following is a summary of the Company’s plan activity for the periods shown (in thousands, except weighted average grant price):

 

   Restricted
Stock
   Weighted Average
Grant Price
 
Unvested shares at December 31, 2014   288   $11.28 
Granted   56    6.18 
Vested   (152)   7.75 
Forfeited   (68)   7.78 
Unvested shares at September 30, 2015   124    7.72 

 

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15. Related Party Transactions

 

The Company leases aircraft from entities in which two of its former executive officers have an ownership interest. For the three and nine months ended September 30, 2015, the Company incurred lease payments related to these entities of $0.1 million and $0.3 million, respectively. For the three and nine months ended September 30, 2014, the Company incurred travel costs payable to these entities of an immaterial amount. In addition to the minimum lease payments, the Company incurred related operating expenses in connection with the operation of the aircraft. For the three months ended September 30, 2015 and 2014, the Company incurred operating costs of $0.2 million and $0.7 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company incurred operating costs, exclusive of the lease expenses of $0.6 million and $1.8 million, respectively. During June 2015, the Company terminated the employment of the three pilots and one mechanic, incurring a severance obligation of $0.1 million, all of which was paid during the third quarter of 2015. Commensurate with its intention to no longer use the aircraft, the Company modified the insurance policies to cover ground risk and maintenance flights only. The Company is in active discussions to terminate the leases.

 

The Company is party to an agreement with an initial term of five years with a subsidiary of an entity affiliated with one of the Company’s directors pursuant to which it offers its tenants a program of insurance services and products. Pursuant to the agreement, the Company received an upfront payment of $0.1 million and will receive fees for each tenant it referred that enrolls in the program. Additionally, the Company remits fees paid by the tenant for insurance services and products to the entity affiliated with its Executive Chairman. The Company is not the insurer for such insurance services and products sold. The Company remitted $0.2 million and $0.3 million for the three months ended September 30, 2015 and 2014, respectively and $0.9 million and $1.0 million for the nine months ended September 30, 2015 and 2014, respectively.

 

The Company is party to an arrangement with an entity, CB Townhome Communities, LLP (“CBTC, LLP”), in which Dr. John R. McWhirter, has an ownership interest. The Company has agreed to nominate Dr. McWhirter to the Company’s board of directors at the next annual shareholders meeting. Historically, the Copper Beech properties have paid CBTC, LLP for the use of a plane owned by another entity in which Dr. McWhirter has an ownership interest, Blackberry Aviation, LLC (“Blackberry”). CBTC, LLP operates the plane which is owned by Blackberry and, based upon estimated expenses to operate the plane (including pilots, fuel, storage, debt service, taxes, and other related operating expenses) determines a cost per flight hour for the upcoming fiscal year. The Copper Beech properties collectively purchase a certain number of hours of flight time and allocate the aggregate cost to the Copper Beech properties based upon the number of beds at each property relative to the total number of beds in the Copper Beech Portfolio. The fiscal year for this arrangement runs from August 1 through July 31 and for year beginning August 1, 2014, the Copper Beech entities agreed to purchase 70 flight hours with a cost of $0.4 million which will be incurred ratably throughout the year. During the three months ended September 30, 2015, the Company notified Dr. McWhirter that it does not intend to renew this relationship for the period beginning August 1, 2015 and accordingly, has not incurred any charges after July 2015.

 

In connection with the consummation of the acquisition of additional membership interests in the Copper Beech Portfolio, the Company and the Operating Partnership entered into a tax protection agreement with certain of the Sellers, including one or more entities in which Dr. McWhirter has an ownership interest. Pursuant to the tax protection agreement, unless the Company and the Operating Partnership indemnify the applicable Sellers for certain resulting tax liabilities, the Company and the Operating Partnership have agreed not to sell or otherwise to dispose of in a taxable exchange during the 7-year tax protection period, any of the seventeen protected properties set forth in the tax protection agreement. Further, the Company and the Operating Partnership also agreed to allocate to the Sellers, during the 7-year tax protection period, an aggregate amount of at least $100 million of debt of the Operating Partnership (which amount decreases ratably as the number of OP Units held by the Sellers decreases) without any requirement that any Seller guarantee or directly bear the risk for such indebtedness and, after the end of the 7-year period, to use commercially reasonable efforts to permit the Sellers to enter into guarantees of “qualifying” debt or agreements to return a portion of their deficit capital account so as to permit the Sellers to avoid certain adverse tax consequences. In connection with the acquisition of additional membership interests in the Copper Beech Portfolio, the Company also entered into a registration rights agreement with certain of the Sellers, including one or more entities in which Dr. John R. McWhirter has an ownership interest, pursuant to which the Company agreed to file a shelf registration statement no later than December 31, 2015, covering resales of shares of the Company’s common stock, issuable upon redemption of the OP Units issued to the Sellers as consideration for the acquisition. In addition, the Company agreed to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable after filing and to keep the registration statement effective until such time as the Sellers no longer own any OP Units or shares of the Company’s common stock issued upon conversion of the OP Units. Additionally, as of September 30, 2015, one or more entities in which Dr. McWhirter has an ownership interest owned an interest in joint ventures with the Company and the other Sellers, which own 5 of the Copper Beech Portfolio properties (see Note 1).

 

The unimproved real property located in Charlotte, North Carolina and owned by Copper Beech Townhome Communities Thirty One, LLC serves as collateral for a loan in the original principal amount of $1.5 million which was extended by Clearfield Bank & Trust Company to Dr. McWhirter and Jeanette D. McWhirter on December 23, 2008. This loan has a current outstanding principal balance of $1.5 million and as a condition of the Copper Beech transaction, the Company assumed financial responsibility for the loan.  It is considered to be a related party transaction, because the Company did not legally assume the loan, but rather Mr. and Mrs. McWhirter remain the borrowers and the Company makes the debt service payments on their behalf.

 

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The Company is party to another arrangement with CBTC, LLP whereby CBTC, LLP employs all but one of the people who directly operate the Company’s Copper Beech properties (at the property level and in the Company’s State College, PA satellite office). The individual who has direct responsibilities related to the Company’s Copper Beech properties who is not an employee of CBTC, LLP is a party to a consulting agreement with one of the Company’s wholly-owned entities. CBTC, LLP does not earn any profit as a result of this arrangement as there is no mark-up of the direct costs associated with the employment of the CBTC, LLP personnel.

 

As described in Notes 1, 6 and 7, the Company retains a noncontrolling interest in several Copper Beech entities in which Dr. McWhirter also holds an interest.

 

As of September 30, 2015, the Company’s balance sheet includes $2.6 million of outstanding amounts due to certain CB Investors, which related to amounts funded prior to Campus Crest’s involvement with Copper Beech.

 

16. Segments

 

The Company has identified three reportable business segments: (i) Grove and evo® operations (ii) Copper Beech operations and (iii) property management services. The Company evaluates the performance of its operating segments based on operating income (loss). All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts include general expenses associated with managing the Company’s three reportable operating segments. Prior to the First CB Closing in January 2015, the Company’s segments consisted of student housing operations and property management services. Upon the First CB Closing, the Company added the Copper Beech operations as a new reportable operating segment.  Beginning with the first quarter of 2015, the Company’s chief operating decision maker began reviewing the separate operating results of the three operating segments to make decisions about resources to be allocated to each segment and assess each segment’s performance. Prior to the three months ended September 30, 2014, the Company reported construction and development service as part of the property management segment.  Upon discontinuation of the construction and development operations, all construction and development activities are reported in discontinued operations.

 

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The following tables set forth the Company’s segment information for the periods presented (in thousands):

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2015   2014   2015   2014 
                 
Grove and evo Operations:                    
Revenues from external customers  $28,408   $28,028   $90,015   $77,299 
Operating expenses   25,025    19,358    68,174    54,699 
Income from wholly-owned student housing operations   3,383    8,670    21,841    22,600 
Severance expense   -    -    (570)   - 
Impairment of unconsolidated entities   -    (50,866)   -    (50,866)
Equity in earnings (losses) of unconsolidated entities   (1,401)   444    (3,842)   863 
Operating income (loss)  $1,982   $(41,752)  $17,429   $(27,403)
Depreciation and amortization  $7,781   $6,724   $23,018   $20,468 
Capital expenditures  $7,491   $43,964   $21,679   $125,269 
Investment in unconsolidated entities  $36,603   $48,591   $36,603   $48,591 
Total segment assets at end of period  $897,954   $960,912   $897,954   $960,912 
                     
Copper Beech Operations:                    
Revenues from external customers  $16,042   $-   $40,002   $- 
Operating expenses (excluding amortization of in place leases)   13,329    -    30,382    - 
Intangible amortization of in place leases   5,263    -    28,788    - 
Loss from wholly-owned student housing operations   (2,550)   -    (19,168)   - 
Effect of not exercising Copper Beech purchase option   -    (34,047)   -    (34,047)
Equity in earnings (losses) of unconsolidated entities   428    191    1,510    (800)
Operating loss  $(2,122)  $(33,856)  $(17,658)  $(34,847)
Depreciation and amortization  $10,480   $-   $41,583   $- 
Capital expenditures  $1,018   $-   $2,056   $- 
Investment in unconsolidated entities  $45,249   $219,263   $45,249   $219,263 
Total segment assets at end of period  $679,009   $219,263   $679,009   $219,263 
                     
Property Management Services:                    
Revenues from external customers  $159   $281   $600   $711 
Intersegment revenues   78    1,915    293    2,078 
Total revenues   237    2,196    893    2,789 
Operating expenses   85    1,767    767    2,749 
Operating income  $152   $429   $126   $40 
Depreciation and amortization  $130   $38   $767   $63 
Total segment assets at end of period  $-   $-   $-   $- 
                     
Reconciliations:                    
Total segment revenues  $44,687   $30,224   $130,910   $80,088 
Elimination of intersegment revenues   (78)   (1,915)   (293)   (2,078)
Total consolidated revenues  $44,609   $28,309   $130,617   $78,010 
                     
Segment operating income (loss)  $12   $(75,179)  $(103)  $(62,210)
Interest expense   (9,239)   (3,639)   (26,297)   (9,965)
Impairment of land & pre-development costs   -    (29,790)   -    (29,790)
Transaction costs   (758)   (286)   (3,890)   (2,331)
Gain (loss) on purchase of Copper Beech   (1,242)   -    26,793    - 
Gain on purchase of unconsolidated entity   6,370    -    6,370    - 
Gain on sale of land and unconsolidated joint ventures   1,400    -    9,148    - 
Corporate depreciation and amortization   (522)   (274)   (1,162)   (739)
Net unallocated expenses related to corporate overhead(1)   (8,528)   (4,083)   (27,159)   (10,444)
Write off of other assets   (796)   (7,765)   (2,162)   (7,765)
Other income (expense)   (626)   (41)   (677)   129 
Loss from continuing operations, before income tax benefit  $(13,929)  $(121,057)  $(19,139)  $(123,115)
                     
Total segment assets  $1,576,963   $1,180,175   $1,576,963   $1,180,175 
Unallocated corporate assets and eliminations   6,617    20,947    6,617    20,947 
Total assets at end of period  $1,583,580   $1,201,122   $1,583,580   $1,201,122 

 

(1)The net unallocated expenses related to corporate overhead primarily consists of $8.4 million and $26.9 million of general and administrative costs for the three and nine months ended September 30, 2015 respectively. For the three and nine months ended September 30, 2015, these amounts include $1.7 million and $4.1 million respectively of costs associated with the ongoing strategic repositioning and restructuring initiatives.

 

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17. Commitments and Contingencies

 

Commitments

 

In the ordinary course of business, certain liens related to the construction of the student housing real estate property may be attached to the Company’s assets by contractors or suppliers. Campus Crest Construction, LLC, a wholly-owned subsidiary of the Company, is responsible as the general contractor for resolving these liens. There can be no assurance that the Company will not be required to pay amounts greater than currently recorded liabilities to settle these claims.

 

The Company has properties that are subject to long-term ground leases. Typically, these properties are located adjacent to campuses and leased from entities affiliated with the respective campus. The Company has the right to encumber its leasehold interests with specific property mortgages for the purposes of constructing, remodeling or making improvements on or to these properties. Title to all improvements paid for and constructed on the land remains with the Company until the earlier of termination or expiration of the lease, at which time the title of any buildings constructed on the land will revert to the landlord. Should the Company decide to sell its leasehold interests during the initial term or any renewal terms, the landlord has a right of first refusal to purchase the interests for the same purchase price under the same terms and conditions as contained in the Company’s offer to sell its leasehold interests.

 

Campus Crest leases space for its corporate headquarters office. Rent is recognized on a straight-line basis. Future minimum payments over the life of the Company’s corporate office lease and long-term ground leases subsequent to September 30, 2015 are as follows (in thousands):

 

2015  $775 
2016   2,469 
2017   2,143 
2018   1,513 
2019   1,327 
Thereafter   26,821(1)
Total future minimum lease payments  $35,048 

 

(1) The Company’s lease obligations average $1.2 million per year through the year 2023. In addition to operating and office leases, the Company has ground leases that average $0.4 million per year through the year 2081.

 

The Company paid rent for its corporate headquarters office of $0.3 million and $0.3 million for the three months ended September 30, 2015 and 2014, respectively and $0.9 million and $0.7 million for the nine months ended September 30, 2015 and 2014, respectively.

 

The Company guarantees certain mortgage and construction loans and revolving credit facilities related to the Company’s unconsolidated joint ventures. As of September 30, 2015, the Company guarantees: up to 50% of $81.9 million of debt through January 2016 for Montreal; up to 50% of $17.2 million of debt through December 2015 for HSRE VI; up to 25% of $18.6 million of debt maturing September 2015 for HSRE VI; and 25% of $45.0 million of debt maturing September 2016 through September 2018 for HSRE X. Certain loans which will mature in 2015 are in the process of being refinanced as of the date of this filing. In connection with the guarantee for HSRE I, there was $3.0 million held in escrow that could be used to satisfy a portion of the amount potentially paid under the guarantee. During the quarter ended June 30, 2015, this escrow amount was returned to the Company as a condition of the sale of The Grove at Conway and The Grove at Lawrence. Should there be an event of default in connection with this debt, the Company could be required to fund under these guarantees a maximum amount up to the percentage of the guaranteed amount of the balance of the debt outstanding as of September 30, 2015.

 

In connection with the Company’s investment in CSH Montreal, the Company provides a guarantee of up to 50% of the outstanding balance of the acquisition and development credit facility (“CSH Montreal Debt”) of CAD 112.0 million ($83.5 million at the September 30, 2015 exchange rate). As of September 30, 2015, the outstanding balance of the CSH Montreal Debt was CAD 108.6 million ($81.9 million at the September 30, 2015 exchange rate), of which the Company guaranteed CAD 54.3 million ($41.3 million at the September 30, 2015 exchange rate). The term of the guarantee follows the term of the underlying debt, which matures on January 13, 2016, unless the twelve month extension, which is subject to lender approval, is exercised. The CSH Montreal Debt is secured by, among other things, a first mortgage position on the real estate and improvements owned by CSH Montreal. The Company has estimated the fair value of this guarantee to be immaterial. On October 30, 2015, the Company closed on the sale of it’s interest in CSH Montreal. As part of the closing, the current CSH Montreal Debt was paid in full, thereby releasing the Company of all guaranty and indemnity obligations associated with the CSH Montreal Debt.

 

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The Company does not expect to be required to perform under any of the guarantees discussed above. In the event that the Company is required to perform under one of the guarantees, it believes the borrower’s assets collateralizing the debt would be sufficient to cover the maximum potential amount of future payments under the guarantee, except as disclosed above.

 

See Note 18 for a discussion of guarantees related to a Copper Beech entity under which the Company expects that it may be required to perform.

 

Contingencies

 

In the normal course of business, the Company is subject to claims, lawsuits and legal proceedings. In addition to the matters described below, the Company is involved in various routine legal proceedings arising in the ordinary course of business. Although the outcomes of such routine legal proceedings cannot be predicted with certainty, in the opinion of management, the ultimate resolution of such routine matters will not have a material adverse effect on the Company’s financial position or results of operations.

 

On January 21, 2015, the Company and certain of its subsidiaries were named as defendants in a lawsuit filed in the 7th Division of the Jefferson Circuit Court in Jefferson County in Louisville, Kentucky. The case arose from an individual who fell to his death at a construction site located at 2501 South 4th Street, Louisville, Jefferson County, Kentucky. Also named as co-defendants in the case are other companies associated with the construction and/or employment of the deceased individual. The plaintiffs allege, among other things, the Company was negligent and/or allowed a dangerous or hazardous condition to exist on the premises. The plaintiffs’ initial complaint did not specify the amount of damages sought. The Company has filed its responsive pleadings. Based upon the totality of the circumstances, including the existence of insurance coverage and anticipated indemnity from third-parties, the Company does not believe that the lawsuit, if adversely determined, would have a material adverse effect on the Company's financial position or results of operations.

 

The Company is not aware of any environmental liability with respect to the properties that could have a material adverse effect on the Company’s business, assets or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Company’s financial position or results of operations and cash flows.

 

18. Subsequent Events

 

In addition to certain matters discussed elsewhere in these notes, the Company noted the following subsequent events:

 

Definitive Agreement for Sale of Campus Crest

 

On October 16, 2015, the Company announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HSRE Quad Merger Parent, LLC, a Delaware limited liability company (“Parent”), HSRE Quad Merger Sub, LLC, a Maryland limited liability company (“Merger Sub”), and CCGSR, Inc., a Delaware corporation (“CCGSR”). Parent is an affiliate of HSRE. Upon the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, Parent will acquire all issued and outstanding shares of common stock of Campus Crest in a transaction involving total estimated merger consideration of $7.03 per share, which amount includes net sale proceeds currently estimated to be valued at up to $0.13 per share (based on current exchange rates) from the separate sale of the Company's ownership interest in its evo® Montreal joint venture.  Including the assumption or repayment of various indebtedness of Campus Crest, the overall transaction value is $1.9 billion.  The Merger Agreement was unanimously approved by the Board of Directors of the Company.

 

Communications with Lenders Related to Certain Debt Obligations

 

Although the Company no longer has an equity interest in the Kalamazoo Phase 1 property owned by Copper Beech Townhome Communities Twenty Three, LLC ("CBTC 23"), the Company and the Operating Partnership have a non-recourse carve-out guaranty and a 10% principal repayment guaranty (the “CBTC 23 Guaranty”) and the Operating Partnership was required to deliver a $1.0 million irrevocable standby letter of credit on behalf of CBTC 23 for the benefit of the lender (the “CBTC 23 Letter of Credit”). The Company has received a copy of a notice of default addressed to CBTC 23 dated June 26, 2015, from the special servicer of the CBTC 23 loan, and although the special servicer has not made a demand under the CBTC 23 Guaranty, the Company believes that such a demand may be forthcoming. The default on the CBTC 23 loan does not create a default by the Company under any of its outstanding indebtedness. The purchase and sale agreement with the then members of Copper Beech Townhome Communities, LLC (“CBTC”) and Copper Beech Townhome Communities (PA), LLC (“CBTC PA” and, together with CBTC, “Copper Beech”) (such former members of CBTC and CBTC PA, collectively, the “Sellers”) requires the Sellers to indemnify the Company and the Operating Partnership for all indemnifiable losses related to the CBTC 23 Guaranty and the CBTC 23 Letter of Credit, with a maximum indemnity amount of $4.0 million for the 10% principal repayment portion of the CBTC 23 Guaranty (expected to result in a payment obligation of less than $3.0 million) and the CBTC 23 Letter of Credit and with no maximum indemnity amount for the non-recourse carve-out portion of the CBTC 23 Guaranty. The Company intends to enforce the indemnity in the Copper Beech purchase and sale agreement if the CBTC 23 Guaranty or the CBTC 23 Letter of Credit is called by the servicers for the CBTC 23 loan. On August 11, 2015, the Company received a request to draw the CBTC Letter of Credit, and in response cash-funded the $1.0 million obligation, thereby extinguishing the outstanding CBTC Letter of Credit. On August 19, 2015, the Company sent a demand letter to Dr. McWhirter requesting that the Sellers perform under the indemnity included in the Copper Beech Purchase and Sale Agreement. As of November 13, 2015, the Sellers have not reimbursed the Company for the $1.0 million funded under the CBTC Letter of Credit, nor has the lender made a demand under the CBTC 23 Guaranty.

 

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Litigation Relating to the Proposed Merger

 

On October 27, 2015, a purported class action related to the Merger Agreement, Grossman v. CCGSR, et al., was filed in the Circuit Court for Baltimore City, Maryland, Case No. 24-C-15-005422, against the Company, CCGSR, HSRE, Parent, Merger Sub and the members of our Board of Directors. Six other lawsuits, Latuso v. the Company et al., Silverwood v. the Company, et al., Cekot v. the Company, et al., Powis v. CCGSR, et al., Zhang v. CCGSR, et. al. and Bushansky v. the Company, were subsequently filed in the Circuit Court for Baltimore City, Maryland, Case Nos. 24-C-15-005415, 24-C-15-005414, 24-C-15-005476, 24-C-15-005501, 24-C-15-005502, 24-C-15-005542 on October 27, 2015, October 27, 2015, October 30, 2015, November 2, 2015, November 2, 2015 and November 5, 2015, respectively.

 

These seven lawsuits generally allege breaches of fiduciary duties by our directors in connection with the Merger Agreement. More specifically, the complaints allege that the individual defendants failed to take appropriate steps to maximize stockholder value and improperly favored themselves in connection with the proposed transaction. Some of the complaints further assert that the Merger Agreement contains several deal protection provisions that are unnecessarily preclusive. The complaints also allege that some or all of HSRE, Parent, Merger Sub, and, in certain cases, David Coles, our interim chief executive officer, Aaron Halfacre, our President and Chief Investment Officer, and CCGSR aided and abetted the directors' purported breaches of fiduciary duty. The complaints seek to permanently enjoin defendants from consummating the proposed Merger or, to the extent already implemented, to rescind the Merger Agreement or grant rescissory damages, in addition to various additional remedies. On November 9, 2015, plaintiffs in three of the cases, Brian Silverwood, Michael Cekot and Stephen Bushansky, requested that the Circuit Court for Baltimore City consolidate the seven separate actions.

  

HSRE Portfolio Changes

 

On May 1, 2015, the Company entered into a nonbinding membership interest purchase and sale agreement with HSRE which contemplated: (i) HSRE acquiring all of the ownership interests in the entities which own The Grove at Norman, Oklahoma and The Grove at Louisville, Kentucky, and (ii) the Company acquiring all of the ownership interests in the entities which own The Grove at Fayetteville, Arkansas, The Grove at Indiana, Pennsylvania and The Grove at Greensboro, North Carolina. This membership interest purchase and sale agreement is based upon the original amount of equity contributed to each of these properties. On August 7, 2015, the Company completed the purchase of HSRE’s interest in The Grove at Fayetteville, as well as the sale of its interest in The Grove at Norman to HSRE. Upon closing these transactions, the $5.0 million the Company had previously placed in escrow was released and returned to the Company. The remaining transactions contemplated by this agreement are currently planned to close in December 2015 (The Grove at Indiana, Pennsylvania) and during the first quarter of 2016 (The Grove at Louisville, Kentucky and The Grove at Greensboro, North Carolina).

 

CSH Montreal Agreement Buyout

 

In June, 2015, the Company entered into an agreement with Beaumont, CSH Montreal and certain other entities related to a potential buyout of the Company's ownership interests in CSH Montreal and the termination of all service agreements with affiliates of the Company related to the two evo® Montreal properties. As part of the closing, the current credit facility will be paid in full, thereby releasing the Company from all guaranty and indemnity obligations associated with the credit facility currently in place for the two evo® Montreal properties. As of August 31, 2015, the aforementioned agreement with Beaumont, CSH Montreal and certain other entities had expired, however the Company continued to negotiate a sale transaction with Beaumont and on October 30, 2015 closed a sale on substantially the same terms included in the June 2015 agreement. The Company received CAD 11.2 million, less CAD 3.4 million which was escrowed for federal and Quebec taxes, and less CAD 0.5 million, which was placed in escrow pending an evaluation of the working capital of the closing balance sheet of CSH Montreal. The Company expects that 100% of the funds which were escrowed for taxes will be remitted to the Company pending an evaluation by the taxing authorities of applications filed by the Company. The transaction releases the Company from its guarantee and indemnity obligations related to the credit facility which was paid off at closing.  

 

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Property Debt Transactions

 

On October 1, 2015, the maturity date for the loan on IUP Phase II – Indiana, the Company paid off the outstanding balance due on the loan in the amount of $5.9 million. On October 30, 2015 the Company closed a $20.0 million loan using Copper Beech Townhome Communities Nine in State College, PA and Copper Beech Townhome Communities Eleven at West Lafayette, IN – Baywater as collateral. The proceeds of this loan were used to pay off the $17.9 million outstanding balance due related to Copper Beech CMU Phase I –Mount Pleasant, MI.

 

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

As used herein, references to “we,” “us,” “our,” the “Company” and “Campus Crest” refer to Campus Crest Communities, Inc. and our consolidated subsidiaries, including Campus Crest Communities Operating Partnership, LP (the “Operating Partnership”), except where the context otherwise requires.

 

Forward-looking Statements

 

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for the purpose of complying with these safe harbor provisions. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," "continue," "plan," “would” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in, or implied by, the forward-looking statements. Factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

 

·the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

 

·the outcome of the legal proceedings that have been, or may be, instituted against the Company and others following announcement of our entering into the Merger Agreement;

 

·the inability to complete the proposed Merger due to the failure to satisfy the conditions to the Merger, including obtaining the approval of our stockholders, lender consents and other closing conditions more fully described in the Merger Agreement;

 

·risks that the proposed Merger disrupts current plans and operations of the Company;

 

·potential difficulties in employee retention as a result of the proposed Merger;

 

·the value of any contingent value rights which may be issued in connection with the Merger;

 

·legislative, regulatory and economic developments; risks related to disruption of management’s attention from our ongoing business operations due to the proposed Merger;

 

·the effect of the announcement of the proposed Merger on our relationships with colleges and universities, relationships with tenants, operating results and business generally;

 

·the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion of Financial Condition and Results of Operations”;

 

·the performance of the student housing industry in general;

 

·decreased occupancy or rental rates at our properties resulting from competition or other factors;

 

·the operating performance of our properties;

 

·the availability of attractive acquisition opportunities in properties that satisfy our investment criteria and the success of our acquisition activities, including satisfaction of conditions to closing for pending acquisitions and, in some cases, the negotiation and execution of definitive documents and satisfaction of the conditions therein;

 

·changes in the admissions or housing policies of the colleges and universities from which we draw student-tenants;

 

·changes in our business and growth strategies and in our ability to consummate and close on acquisitions, dispositions or additional joint venture transactions;

 

·our ability to manage effectively our growth and expansion into new markets, including international markets, or to integrate acquisitions successfully, including our acquisition of the CB Portfolio (as defined herein);

 

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·changes in exchange rates for foreign currencies;

 

·our capitalization and leverage level;

 

·our capital expenditures;

 

·the degree and nature of our competition, in terms of developing properties, consummating acquisitions and in obtaining student-tenants to fill our properties;

 

·volatility in the real estate industry, interest rates and spreads, the debt or equity markets, the economy generally or the local markets in which our properties are located, including international markets, whether the result of market events or otherwise;

 

·events or circumstances that undermine confidence in the financial markets or otherwise have a broad impact on financial markets, such as the sudden instability or collapse of large financial institutions or other significant corporations, terrorist attacks, natural or man-made disasters or threatened or actual armed conflicts;

 

·the availability and terms of short-term and long-term financing;

 

·our ability to extend the maturity of or refinance our existing debt, or comply with the financial, reporting and other covenants of the agreements that govern our existing debt;

 

·our failure to prepare and file timely our periodic reports with the SEC, which may make it more difficult for us to access the public markets to raise debt or equity capital;

 

·the credit quality of our student-tenants and parental guarantors;

 

·changes in personnel, including the departure of key members of our senior management, and lack of availability of, or our inability to attract and retain, qualified personnel;

 

·unanticipated increases in financing and other costs, including a rise in interest rates;

 

·estimates relating to our ability to make distributions to our stockholders in the future and our expectations as to the form of any such distributions;

 

·environmental costs, uncertainties and risks, especially those related to natural disasters;

 

·differences in cultures, including adapting practices and strategies that have been successful in our domestic business to international markets;

 

·changes in governmental regulations, accounting treatment, tax rates and similar matters;

 

·legislative and regulatory changes (including changes to laws governing the taxation of real estate investments trusts ("REIT")); and

 

·limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes and the ability of certain of our subsidiaries to qualify as taxable REIT subsidiaries for U.S. federal income tax purposes, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules.

 

On October 16, 2015, the Company entered into an agreement and plan of merger to be acquired by an affiliate of Harrison Street Real Estate Capital, LLC (“HSRE”). Unless stated otherwise, all forward-looking statements contained in this Form 10-Q do not take into account or give any effect to the impact of the proposed merger. For additional details regarding the proposed merger, see the heading - “Plan of Merger” in Note 1 of the accompanying condensed consolidated financial statements and the Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 19, 2015.

 

When considering forward-looking statements, keep in mind the risk factors and other cautionary statements in this report. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this report. The matters summarized in this report, including the factors set forth under the headings "Business," "Risk Factors," "Properties" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations," could cause our actual results and performance to differ materially from those set forth in, or implied by, our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this report, whether as a result of new information, future events or otherwise.

 

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Overview

 

Our Company

 

Campus Crest Communities, Inc., together with its subsidiaries, referred to herein as the "Company," "we," "us," "our," and "Campus Crest," is a self-managed, self-administered REIT focused on owning and managing a diversified portfolio of high-quality, residence life student housing properties. We were incorporated in the State of Maryland on March 1, 2010. On October 19, 2010, we completed an initial public offering (the "Offering") of our common stock. As a result of the Offering and certain formation transactions entered into in connection therewith (the "Formation Transactions"), we currently own the sole general partner interest and own limited partner interests in Campus Crest Communities Operating Partnership, LP (the "Operating Partnership"). We hold substantially all of our assets, and conduct substantially all of our business, through the Operating Partnership. The Offering and Formation Transactions were designed to (i) continue the operations of Campus Crest Communities Predecessor (the "Predecessor"), (ii) reduce outstanding mortgage and construction loan indebtedness, (iii) enable us to acquire additional interests in certain of our student housing properties, (iv) fund joint venture capital requirements, and (v) establish sufficient working capital for general corporate purposes. The exchange of entities or interests in the Predecessor for units of limited partnership interests in the Operating Partnership ("OP units") has been accounted for as a reorganization of entities under common control. As a result, our assets and liabilities have been reflected at their historical cost basis.

 

On February 26, 2013, the Company and subsidiaries of the Operating Partnership entered into a purchase and sale agreement (the “Initial Purchase Agreement”) with the then members of Copper Beech Townhome Communities, LLC (“CBTC”) and Copper Beech Townhome Communities (PA), LLC (“CBTC PA” and, together with CBTC, “Copper Beech”) (such former members of CBTC and CBTC PA, collectively, the “Sellers”). Pursuant to the terms of the Initial Purchase Agreement, the Company initially acquired a 48% interest in a portfolio of 35 student housing properties and 3 other entities (the “Copper Beech Portfolio”), for an initial purchase price of $230.6 million. The Initial Purchase Agreement provided the Company with options to acquire the remaining interests in the Copper Beech Portfolio over time. Subsequent to the Initial Purchase Agreement, the Company formed a variable interest entity (“VIE”) with the Sellers to develop, construct and manage the Copper Beech at Ames student housing property. The Company concluded that it was the primary beneficiary of Copper Beech at Ames as the Company funded all of the equity of the VIE, while holding only a 48% interest in the VIE.

 

On January 30, 2015, the Company completed the acquisition (the “First CB Closing”) of (i) substantially all of the Sellers’ remaining interests in 27 student housing properties, two undeveloped land parcels and a corporate office building and (ii) the Sellers’ remaining interests in Copper Beech at Ames pursuant to that certain Second Amendment (the “Second Amendment”) to the Initial Purchase Agreement.

 

Pursuant to the terms of the Second Amendment, the Company agreed to acquire the Sellers’ remaining interests in each of the properties comprising the Copper Beech Portfolio other than Copper Beech Kalamazoo Phase 1, Copper Beech Kalamazoo Phase 2, Copper Beech Morgantown, Copper Beech Harrisonburg, Copper Beech Greenville and Copper Beech Parkway. On April 30, 2015 (the "Second CB Closing"), the Company completed the acquisition of the Sellers’ interests in two of the properties in the Copper Beech Portfolio in which the Company previously held a 48% interest – Copper Beech San Marcos Phase 1 and Copper Beech IUP Buy.

 

Following the consummation of the First CB Closing, the Second CB Closing, and as of September 30, 2015, the Company held a 100% interest in Copper Beech at Ames and the following interests in the remaining Copper Beech Portfolio:

 

·100% interest in 29 student housing properties;
·100% interest in two undeveloped land parcels and one corporate office building;
·48% interest in five student housing properties; and
·no ownership interest in one student housing property (Copper Beech Kalamazoo – Phase I).

 

As consideration for the additional interests acquired in the First CB Closing, the Company paid to the Sellers aggregate cash consideration of $58.9 million and the Operating Partnership issued to the Sellers an aggregate of approximately 10.4 million ($71.3 million) OP Units. As consideration for the Second CB Closing, the Company paid to the Sellers $1.4 million in cash and the Operating Partnership issued to the Sellers approximately 2.0 million ($13.0 million) OP Units. The OP Units were valued at the closing price of the Company’s stock on the respective closing dates. Additionally, the Company surrendered all of its previous 48% ownership interest in one of the properties (Copper Beech Kalamazoo – Phase I) in the Copper Beech Portfolio as part of the terms of the Second Amendment. The Company continues to hold a 48% ownership interest in Copper Beech Kalamazoo – Phase II as a result of not receiving lender consent to reduce its ownership interest to zero.

 

We believe that we are one of the largest owners and managers of high-quality student housing properties in the United States, based on beds owned and under management. As of September 30, 2015, we owned interests in 41 operating student housing The Grove® properties containing approximately 8,700 apartment units and 23,600 beds. Thirty-seven of our operating The Grove® properties are wholly-owned and four of our The Grove® properties are owned through joint ventures with HSRE. As of September 30, 2015, we also owned interests in 35 operating student housing Copper Beech branded properties containing approximately 6,200 apartment units and 16,500 beds. Thirty of our operating Copper Beech branded properties are wholly-owned and 5 of our Copper Beech branded properties are owned through joint ventures with the CB Investors. As of September 30, 2015, we also owned interests in three operating student housing evo® properties containing approximately 1,500 units and 3,100 beds and owned one wholly-owned redevelopment property containing approximately 170 units and 340 beds. As of September 30, 2015 our operating portfolio consisted of the following:

 

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   Properties in       Number   Number 
   Operation   Ownership   of Units   of Beds 
Wholly-owned Grove properties   37    100.0%   7,537    20,577 
Joint venture Grove properties:                    
HSRE VI   2    20.0%   664    1,784 
HSRE X   2    30.0%   468    1,240 
Total Grove properties   41         8,669    23,601 
                     
Joint venture evo properties:                    
CSH Montreal   2    47.0%   1,203    2,223 
HSRE IX   1    30.0%   344    850 
Total evo properties   3         1,547    3,073 
                     
CB Portfolio (1)                    
Wholly-owned Copper Beech properties   30    100.0%   4,473    12,156 
Joint venture Copper Beech properties:                    
Campus Crest & CB Investors   5    48.0%   1,732    4,343 
Total Copper Beech properties   35         6,205    16,499 
                     
Total Portfolio (2)   79         16,421    43,173 

 

(1) As of September 30, 2015 we had an effective interest in the CB Portfolio for the following properties: 100% for 30 properties and 48% for 5 properties. See Note 6 to the accompanying consolidated financial statements.
(2) The redevelopment of our 100% owned property in Toledo, OH, which was acquired in March 2013, is excluded.

 

Strategic Repositioning

 

We continue to execute our strategic repositioning which includes simplifying the business model by discontinuing construction and development, reducing the number of joint ventures and disposing of land which was previously held for future development. In addition, as part of our review of strategic alternatives, on October 16, 2015, the Company entered into a definitive merger agreement with affiliates of HSRE pursuant to which HSRE will acquire all issued and outstanding shares of common stock of Campus Crest. See Note 1 and 18 of the accompanying financial statements for additional information.

 

Joint Venture Partners

 

We are a party to joint venture arrangements with HSRE, a real estate private equity firm founded in 2005 that has significant real estate asset holdings, including student housing properties, senior housing/assisted living units, self-storage units and medical office space. As of September 30, 2015, we hold eight operating joint venture properties with HSRE which include Grove properties. In January 2013, we entered into a joint venture with HSRE and Brandywine to develop and operate evo® at Cira Centre South, which opened in August 2014 for the 2014-2015 academic year. We also have a joint venture with Beaumont which owns two high rise student housing properties in downtown Montreal, Quebec, Canada. On October 30, 2015, the Company completed the sale of its ownership interests in CSH Montreal and the termination of all service agreements with affiliates of the two evo® Montreal properties. See Note 18 in the accompanying consolidated financial statements for additional information. Additionally, we are partners in five joint ventures with the CB Investors.

 

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We own varying equity interests in these joint ventures, ranging from 10% to 48.0%.

 

Critical Accounting Policies

 

Set forth below is the accounting policy that management believes requires additional disclosures from those listed in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on April 1, 2015 (“2014 Form 10-K”) that are critical to the preparation of the consolidated financial statements for the nine months ended September 30, 2015. Refer to the Company’s 2014 Form 10-K for a discussion of all of our critical accounting policies that are particularly important for an understanding of the financial position and results of operations presented in the consolidated financial statements set forth elsewhere in this report. These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. The estimates used in the valuations of our property acquisition of the CB Portfolio we believe are critical in nature for the results of operations for the three and nine months ended September 30, 2015 which is discussed in more detail below.

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in our historical consolidated financial statements and related notes. In preparing these consolidated financial statements, management has utilized all available information, including its past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the historical consolidated financial statements, giving due consideration to materiality. Our estimates may not be ultimately realized. Application of our critical accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results may differ from these estimates. In addition, other companies in similar businesses may utilize different estimation policies and methodologies, which may impact the comparability of our results of operations and financial condition to those companies.

 

Property Acquisitions

 

The price that the Company pays to acquire a property is impacted by many factors, including the condition of the buildings and improvements, the occupancy of the building, favorable or unfavorable financing, and numerous other factors. We allocate the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values. Fair value estimates are based on information obtained from independent appraisals, other market data, information obtained during due diligence and information related to the marketing and leasing at the specific property. This includes, among other items, determining the value of the buildings and improvements, land, in-place tenant leases, tax incentive arrangements, and any debt assumed from the seller. Each of these estimates requires significant judgment and some of the estimates involve complex calculations. These allocation assessments have a direct impact on our results of operations because if we were to allocate more value to land there would be no depreciation with respect to such amount or if we were to allocate more value to the buildings as opposed to allocating to the value of in-place tenant leases, this amount would be recognized as an expense over a much longer period of time since the amounts allocated to buildings are depreciated over the estimated lives of the buildings whereas amounts allocated to in-place tenant leases are amortized over the remaining terms of the leases (generally less than one year).

 

Additionally, inputs and assumptions included in the determination of fair value include expectations of projected net operating income to be earned and capital expenditures to be incurred at the underlying properties and capitalization rates based on the marketability of each of the properties and the extent to which the operations of those properties have stabilized. To estimate the fair value of the property level mortgage debt assumed in property acquisitions, the difference between the market terms and contract terms are analyzed and the actual debt service payments are discounted at a current market yield rate to determine the fair value of the debt assumed. These valuation techniques involve Level 3 inputs in the fair value hierarchy and are subjective in nature. Should different assumptions have been used, the gain of $26.8 million and $6.4 million on the consolidation of the CB Portfolio and The Grove at Fayetteville, Arkansas, respectively, recognized in the consolidated statement of operations and comprehensive income (loss) for the nine months ended September 30, 2015 could have been materially different. Both of these gains were based on preliminary estimates.

 

REIT Qualification Requirements

 

We have elected to be treated as a REIT under Sections 856 through 859 of the Internal Revenue Code. Our continued qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our stock. We believe that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute currently to our stockholders.

 

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Factors Expected to Affect Our Operating Results

 

Unique Leasing Characteristics

 

Student housing properties are typically leased by the bed on an individual lease liability basis, unlike multi-family housing where leasing is by the unit. Individual lease liability limits each student-tenant’s liability to his or her own rent without liability for a roommate’s rent. A parent or guardian is required to execute each lease as a guarantor unless the student-tenant provides adequate proof of income. The Company runs background checks on prospective occupants and credit checks on the party which is ultimately financially responsible for the payment of rent and other costs, which in the vast majority of cases is the parent or other guarantor.  The number of lease contracts that we administer is therefore similar to the number of beds occupied rather than the number of units.

 

Unlike traditional multi-family housing, most of our leases commence on the same date. In the case of our typical 11.5-month leases (which provide for 12 equal monthly payments), this date coincides with the commencement of the fall academic term and typically terminates at the completion of the last summer school session. As such, we must re-lease each property in its entirety (except for current tenants who have renewed their lease) each year, resulting in significant turnover in our tenant population from year to year. As a result, we are highly dependent upon the effectiveness of our marketing and leasing efforts during the annual leasing season, which typically begins each October and ends in September of the following year. As of the start of the fall term for the 2015-2016 and 2014-2015 academic years, The Grove and evo® properties had approximately 40.3% and 39.1%, respectively, of our current tenants renew their lease for the upcoming academic year. The Copper Beech properties had approximately 32.2% of current tenants renew their lease for the upcoming 2015-2016 academic year.

 

Results of Operations

 

Our Business Segments

 

Management evaluates operating performance through the analysis of results of operations of three business segments: (i) Grove and evo® operations (ii) Copper Beech operations and (iii) property management services. Management evaluates each segment’s performance by reference to net operating income, which is a non-GAAP measure, as defined below. The accounting policies of our reportable business segments are described in more detail in the summary of significant accounting policies (see Note 2 to our accompanying consolidated financial statements). Intercompany fees are reflected at the contractually stipulated amounts, as adjusted to reflect our proportionate ownership of unconsolidated entities.

 

Grove & evo® and Copper Beech Operations

 

Our Grove & evo® and Copper Beech Operations are comprised of rental and other service revenues, such as application fees, pet fees and late payment fees. Due to the continuous opening of new properties in consecutive years and annual lease terms that do not coincide with our reported fiscal (calendar) years, the comparison of our consolidated financial results from period to period may not provide a meaningful measure of our operating performance. For this reason, we divide the results of operations in our student housing operations segment between new property operations and "same-store" operations, which we believe provides a more meaningful indicator of comparative historical performance.

 

"Same store" properties are our wholly-owned operating properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us and remaining in service through the end of the latest period presented or period being analyzed. "New properties" are our wholly-owned operating properties that we acquired or placed in service after the beginning of the earliest period presented or period being analyzed.

 

We monitor net operating income (“NOI”) of our student housing properties, which is a non-GAAP financial measure. In general terms, we define NOI as student housing rental revenue less student housing operating expenses and excluding expenses not specifically attributable to a property. We believe this measure provides an operating perspective not immediately apparent from GAAP operating income (loss) or net income (loss). We use NOI to evaluate performance on a community-by-community basis because it allows management to evaluate the impact factors such as lease structure, lease rates and tenant base, which vary by locality, have on our financial performance. To help make comparisons of NOI between periods more meaningful, we distinguish NOI from our properties that are wholly-owned and that were in service throughout each period presented (that is, our "same store" properties) from NOI from our other wholly-owned properties.

 

We specifically calculate NOI by adding back to (or subtracting from) net income (loss) attributable to common stockholders the following expenses or charges: income tax expense, interest expense, equity in loss of unconsolidated entities, preferred stock dividends, depreciation and amortization, ground lease expense, general and administrative expense, property management services expenses, other expense, loss from discontinued operations, impairment of unconsolidated entities, write off of other assets and transaction costs. The following income or gains are then deducted from net income (loss) attributable to common stockholders, adjusted for add backs of expenses or charges: equity in earnings of unconsolidated entities, gain of purchase of Copper Beech, gain on sale of land and unconsolidated entities, income tax benefit, other income, income from discontinued operations, and property management services revenues.

 

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NOI excludes multiple components of net income (loss) attributable to common stockholders (computed in accordance with GAAP) and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially and adversely impact our results of operations. Therefore, the utility of NOI as a measure of our performance is limited. Additionally, other companies, including other equity REITs, may use different methodologies for calculating NOI and, accordingly, NOI as disclosed by such other companies may not be comparable to NOI published herein. We believe that in order to facilitate a clear understanding of our historical operating results, NOI should be examined in conjunction with net income (loss) as presented in the consolidated financial statements accompanying this report. NOI should not be considered as an alternative to net income (loss) attributable to common stockholders as an indicator of our properties’ financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

 

Management Services

 

In addition to our wholly-owned properties, we also provide management services to unconsolidated joint ventures in which we have an ownership interest. We recognize management fees from these entities as earned in accordance with the property management agreement with these entities, as adjusted to eliminate our proportionate ownership of each entity.

 

Comparison of the Three and Nine Months Ended September 30, 2015 and 2014

 

As of September 30, 2015, our property portfolio consisted of 67 consolidated operating properties, containing 12,010 apartment units and 32,733 beds, and 12 operating properties held in five unconsolidated joint ventures, containing 4,411 apartment units and 10,440 beds.

 

As of September 30, 2014, our property portfolio consisted of 37 consolidated operating properties, containing 7,524 apartment units and 20,605 beds, and 49 operating properties held in seven unconsolidated joint ventures, containing 10,127 apartment units and 26,077 beds.

 

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The following table presents our results of operations for the three months ended September 30, 2015 and 2014, and the amount of change in these results between the periods (in thousands):

 

   Three Months Ended     
   September 30,   September 30,     
   2015   2014   Change ($) 
Revenues:               
Student housing rental  $42,254   $26,985   $15,269 
Student housing services   2,196    1,043    1,153 
Property management services   159    281    (122)
Total revenues   44,609    28,309    16,300 
Operating expenses:               
Student housing operations   25,236    12,513    12,723 
General and administrative   8,404    3,178    5,226 
Severance   -    720    (720)
Write-off of predevelopment costs   -    29,790    (29,790)
Write-off of other assets   796    7,765    (6,969)
Transaction costs   758    286    472 
Ground leases   121    120    1 
Depreciation and amortization   18,913    7,036    11,877 
Total operating expenses   54,228    61,408    (7,180)
Equity in earnings (losses) of unconsolidated entities   (973)   635    (1,608)
Impairment of unconsolidated entities   -    (50,866)   50,866 
Effect of not exercising Copper Beech purchase option   -    (34,047)   34,047 
Operating income (loss)   (10,592)   (117,377)   106,785 
                
Nonoperating income (expense):               
Interest expense, net   (9,239)   (3,639)   (5,600)
Gain (loss) on purchase of Copper Beech   (1,242)   -    (1,242)
Gain on purchase of unconsolidated entity   6,370    -    6,370 
Gain on sale of land and unconsolidated entities   1,400    -    1,400 
Other income (expense)   (626)   (41)   (585)
Total nonoperating expense, net   (3,337)   (3,680)   343 
Net loss before income tax expense   (13,929)   (121,057)   107,128 
Income tax expense   (164)   (1,131)   967 
Loss from continuing operations   (14,093)   (122,188)   108,095 
Income from discontinued operations   -    (5,506)   5,506 
Net loss   (14,093)   (127,694)   113,601 
Net income (loss) attributable to noncontrolling interest   (2,451)   (770)   (1,681)
Dividends on preferred stock   3,050    3,050    - 
Net loss attributable to common stockholders  $(14,692)  $(129,974)  $115,282 

 

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The following table presents our results of operations for the nine months ended September 30, 2015 and 2014, and the amount of change in these results between the periods (in thousands):

 

   Nine Months Ended     
   September 30,   September 30,     
   2015   2014   Change ($) 
Revenues:               
Student housing rental  $124,766   $74,256   $50,510 
Student housing services   5,251    3,043    2,208 
Property management services   600    711    (111)
Total revenues   130,617    78,010    52,607 
Operating expenses:               
Student housing operations   62,383    33,874    28,509 
General and administrative   26,865    10,332    16,533 
Severance   570    720    (150)
Write-off of predevelopment costs   -    29,790    (29,790)
Write-off of other assets   2,162    7,765    (5,603)
Transaction costs   3,890    2,331    1,559 
Ground leases   361    357    4 
Depreciation and amortization   66,530    21,270    45,260 
Total operating expenses   162,761    106,439    56,322 
Equity in earnings (losses) of unconsolidated entities   (2,332)   63    (2,395)
Impairment of unconsolidated entities   -    (50,866)   50,866 
Effect of not exercising Copper Beech purchase option   -    (34,047)   34,047 
Operating income (loss)   (34,476)   (113,279)   78,803 
                
Nonoperating income (expense):               
Interest expense, net   (26,297)   (9,965)   (16,332)
Gain (loss) on purchase of Copper Beech   26,793    -    26,793 
Gain on purchase of unconsolidated entity   6,370    -    6,370 
Gain on sale of land and unconsolidated entities   9,148    -    9,148 
Other income (expense)   (677)   129    (806)
Total nonoperating income (expense), net   15,337    (9,836)   25,173 
Net loss before income tax expense   (19,139)   (123,115)   103,976 
Income tax expense   (164)   (731)   567 
Loss from continuing operations   (19,303)   (123,846)   104,543 
Income (loss) from discontinued operations   (1,157)   (3,191)   2,034 
Net income (loss)   (20,460)   (127,037)   106,577 
Net loss attributable to noncontrolling interest   (8,608)   (773)   (7,835)
Dividends on preferred stock   9,150    9,150    - 
Net loss attributable to common stockholders  $(21,002)  $(135,414)  $114,412 

 

Student Housing Operations

 

Student housing operations revenues (which include student housing rental and student housing services revenues) were $44.5 million and $28.0 million for the three months ended September 30, 2015 and 2014, respectively. Excluding the $16.0 million of revenues attributable to the Copper Beech acquisition, revenues increased by $0.5 million, primarily due to the 2014 deliveries of The Grove at Slippery Rock, Pennsylvania, The Grove at Grand Forks, North Dakota, The Grove at Mt. Pleasant, Michigan, The Grove at Gainesville, Florida and Copper Beech at Ames, Iowa, as well as the addition of The Grove at Fayetteville, Arkansas as a wholly owned entity during the third quarter of 2015. Student housing operations expenses were $25.2 million and $12.5 million for the three months ended September 30, 2015 and 2014, respectively. Excluding the $8.1 million in expenses attributable to the Copper Beech acquisition, expenses increased by $4.6 million, which were primarily attributable to the 2014 deliverables and addition of The Grove at Fayetteville mentioned above.

 

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Student housing operations revenues (which include student housing rental and student housing services revenues) were $130.0 million and $77.3 million for the nine months ended September 30, 2015 and 2014, respectively. Excluding the $40.0 million of revenues attributable to the Copper Beech acquisition, revenues increased by $12.7 million, primarily due to the 2014 deliveries of The Grove at Slippery Rock, Pennsylvania, The Grove at Grand Forks, North Dakota, The Grove at Mt. Pleasant, Michigan, The Grove at Gainesville, Florida and Copper Beech at Ames, Iowa, as well as the addition of The Grove at Fayetteville, Arkansas as a wholly owned entity during the third quarter of 2015. Student housing operations expenses were $62.4 million and $33.9 million for the nine months ended September 30, 2015 and 2014, respectively. Excluding the $17.6 million in expenses attributable to the Copper Beech acquisition, expenses increased by $10.9 million, which were primarily attributable to the 2014 deliverables and addition of The Grove at Fayetteville mentioned above.

 

New Property Operations. In August 2014, we began operations at The Grove at Slippery Rock, Pennsylvania, The Grove at Grand Forks, North Dakota, The Grove at Mt. Pleasant, Michigan, The Grove at Gainesville, Florida and Copper Beech at Ames, Iowa, which contributed $1.4 million ($3.9 million of revenues and $2.5 million of student housing operations expenses) and $5.6 million ($12.5 million of revenues and $6.9 million of student housing operations expenses) of NOI for the three and nine months ended September 30, 2015, respectively, as compared to a contribution of $1.9 million ($2.7 million in revenues and $0.8 million of student housing operations expenses) for the three and nine months ended September 30, 2014. In January 2014, we acquired the remaining ownership interests in The Grove at Denton, Texas, which contributed $0.4 million ($0.9 million of revenues and $0.5 million in operating expenses) and $1.7 million ($3.1 million of revenues and $1.4 million in operating expenses) of NOI for the three and nine months ended September 30, 2015, respectively, compared to a contribution of $0.5 million and $1.5 million of NOI for the three and nine months ended September 30, 2014, respectively. The Grove at Denton, Texas is included in “New Property Operations” as we did not have ownership for the full nine months ended September 30, 2014. In August 2015, we acquired the remaining ownership interests in The Grove at Fayetteville, Arkansas, which contributed $0.1 million ($0.4 million in revenues and $0.3 million in student housing operations expenses) for the three and nine months ended September 30, 2015, compared to no contribution for three and nine months ended September 30, 2014. Prior to the acquisition of these interests, we accounted for our ownership in The Grove at Fayetteville, Arkansas, under the equity method. See Note 6 in the accompanying consolidated financial statements for additional information.

 

"Grove Same-Store" Property Operations. Our 30 "same-store” properties contributed $8.7 million ($21.7 million of revenues and $13.0 million of operating expenses) and $35.8 million ($69.7 million of revenues and $33.9 million of operating expenses) of NOI for the three and nine months ended September 30, 2015, respectively, as compared to $12.2 million and $37.7 of NOI for the three and nine months ended September 30, 2014. The primary driver of the NOI decrease is a $2.9 million revenue lease term adjustment related to our change in revenue recognition policy to recognize new tenant lease revenue over actual lease term of 11.5 months (we require approximately two weeks to turn units for new tenants) versus 12 months which was recorded during the three months ended September 30, 2015 compared to being recorded during the three months ended December 31, 2014. The Grove at Pullman, Washington, which previously experienced a fire and The Grove at Toledo, Ohio, under re-development, contributed $0.7 million ($1.4 million of revenues and $0.7 million of operating expenses) and $2.2 million ($4.3 million of revenues and $2.1 million of operating expenses) of NOI for the three and nine months ended September 30, 2015, respectively, as compared to $0.9 million and $2.4 million of NOI for the three and nine months ended September 30, 2014.

 

“Wholly Owned Copper Beech” Property Operations. In a series of closings that occurred in January, April and June, 2015 , we exercised our option to acquire the remaining interests in 30 properties bringing our interest to a 100% ownership (see Note 6 in the accompanying consolidated financial statements). The Copper Beech properties contributed $7.9 million ($16.0 million of revenues and $8.1 million of operating expenses) and $22.4 million ($40.0 million of revenues and $17.6 million of operating expenses) of NOI for the three and nine months ended September 30, 2015, respectively, as compared to no contribution for the three and nine months ended September 30, 2014.

 

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The following is a reconciliation of our net income (loss) attributable to common stockholders to NOI for the periods presented, including our same store and new properties (in thousands):

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30,   September 30,   September 30, 
   2015   2014   2015   2014 
Net loss attributable to common stockholders  $(14,692)  $(129,974)  $(21,002)  $(135,414)
Net income (loss) attributable to noncontrolling interests   (2,451)   (770)   (8,608)   (773)
Preferred stock dividends   3,050    3,050    9,150    9,150 
Income tax benefit   164    1,131    164    731 
Severance   -    720    570    720 
Gain on purchase of Copper Beech   1,242    -    (26,793)   - 
Gain on sale of land and unconsolidated entities   (1,400)   -    (9,148)   - 
Gain on purchase of unconsolidated entity   (6,370)   -    (6,370)   - 
Other (income) expense   626    41    677    (129)
(Income) loss from discontinued operations   -    5,506    1,157    3,191 
Interest expense, net   9,239    3,639    26,297    9,965 
Equity in (earnings) losses of unconsolidated entities   973    (635)   2,332    (63)
Depreciation and amortization   18,913    7,036    66,530    21,270 
Ground lease expense   121    120    361    357 
General and administrative expense   8,404    3,178    26,865    10,332 
Impairment of unconsolidated entities   -    50,866    -    50,866 
Effect of not exercising Copper Beech purchase option   -    34,047    -    34,047 
Write-off of pre-development costs   -    29,790    -    29,790 
Write-off of other corporate assets   796    7,765    2,162    7,765 
Transaction costs   758    286    3,890    2,331 
Property management services revenues   (159)   (281)   (600)   (711)
Total NOI  $19,214   $15,515   $67,634   $43,425 
Grove same store properties NOI  $8,688   $12,232   $35,786   $37,709 
Copper Beech NOI  $7,941   $-   $22,427   $- 
New properties NOI  $1,903   $2,407   $7,249   $3,349 
Grove Pullman and Toledo NOI